SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CROSSLINK CAPITAL INC

(Last)

(First)

(Middle)

TWO EMBARCADERO CENTER

SUITE 2200

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Pandora Media, Inc. [ P ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Affiliate of Director

3. Date of Earliest Transaction (Month/Day/Year)
06/20/2011

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/20/2011		C		34,327,579	A	⁽⁴⁾	34,964,928	I	See Notes⁽¹⁾⁽²⁾⁽³⁾
Common Stock	06/20/2011		C		16,517,959	A	⁽⁴⁾	16,517,959	D⁽⁹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Convertible Preferred Stock	$0⁽⁵⁾	06/20/2011		C			250,000	⁽⁸⁾	⁽⁸⁾	Common Stock	250,000	$0	0	I	See Notes⁽¹⁾⁽²⁾⁽³⁾
Series B Convertible Preferred Stock	$0⁽⁵⁾	06/20/2011		C			121,716	⁽⁸⁾	⁽⁸⁾	Common Stock	121,716	$0	0	D⁽⁹⁾
Series C Convertible Preferred Stock	$0⁽⁵⁾	06/20/2011		C			11,764,706	⁽⁸⁾	⁽⁸⁾	Common Stock	11,764,706	$0	0	I	See Notes⁽¹⁾⁽²⁾⁽³⁾
Series C Convertible Preferred Stock	$0⁽⁵⁾	06/20/2011		C			5,727,847	⁽⁸⁾	⁽⁸⁾	Common Stock	5,727,847	$0	0	D⁽⁹⁾
Series D Convertible Preferred Stock	$0⁽⁶⁾	06/20/2011		C			4,871,723	⁽⁸⁾	⁽⁸⁾	Common Stock	5,362,465	$0	0	I	See Notes⁽¹⁾⁽²⁾⁽³⁾
Series D Convertible Preferred Stock	$0⁽⁶⁾	06/20/2011		C			2,194,724	⁽⁸⁾	⁽⁸⁾	Common Stock	2,415,886	$0	0	D⁽⁹⁾
Series E Convertible Preferred Stock	$0⁽⁷⁾	06/20/2011		C			3,638,947	⁽⁸⁾	⁽⁸⁾	Common Stock	4,296,905	$0	0	I	See Notes⁽¹⁾⁽²⁾⁽³⁾
Series E Convertible Preferred Stock	$0⁽⁷⁾	06/20/2011		C			1,771,685	⁽⁸⁾	⁽⁸⁾	Common Stock	2,092,023	$0	0	D⁽⁹⁾
Series F Convertible Preferred Stock	$0⁽⁵⁾	06/20/2011		C			12,653,323	⁽⁸⁾	⁽⁸⁾	Common Stock	12,653,323	$0	0	I	See Notes⁽¹⁾⁽²⁾⁽³⁾
Series F Convertible Preferred Stock	$0⁽⁵⁾	06/20/2011		C			6,160,487	⁽⁸⁾	⁽⁸⁾	Common Stock	6,160,487	$0	0	D⁽⁹⁾

1. Name and Address of Reporting Person^*

CROSSLINK CAPITAL INC

(Last)

(First)

(Middle)

TWO EMBARCADERO CENTER

SUITE 2200

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Affiliate of Director

1. Name and Address of Reporting Person^*

CROSSLINK VENTURES IV LP

(Last)

(First)

(Middle)

TWO EMBARCADERO CENTER

SUITE 2200

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Affiliate of Director

1. Name and Address of Reporting Person^*

CROSSLINK VENTURES IV HOLDINGS, L.L.C.

(Last)

(First)

(Middle)

TWO EMBARCADERO CENTER

SUITE 2200

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Affiliate of Director

Explanation of Responses:

1. The reporting persons are Crosslink Capital, Inc. ("Crosslink"), Crosslink Ventures IV, L.P., a Delaware limited partnership ("Ventures IV"), Crosslink Omega IV Holdings, L.L.C., ("Omega IV Holdings"), a Delaware limited liability company and the general partner of Ventures IV, and Michael J. Stark. The securities reported as beneficially owned by Crosslink include securities also beneficially owned by Omega IV Holdings, Ventures IV, Mr. Stark and Crossover Fund IV Management, L.L.C., a Delaware limited liability company ("Crossover IV Management"), Crossover Fund V Management, L.L.C., a Delaware limited liability company ("Crossover V Management") and Crosslink Verwaltungs GmbH ("Verwaltungs", and collectively, the "Crosslink Affiliates").

2. Crosslink is an investment adviser to investment funds, including Ventures IV, of which Omega IV Holdings, Crossover IV Management, Crossover V Management or Verwaltungs is the general partner, manager or holder of Class B Units. Mr. Stark is the control person of Crosslink, Omega IV Holdings, Crossover IV Management, Crossover V Management and Verwaltungs. James Feuille, a shareholder and employee of Crosslink, and a member of Omega IV Holdings, Crossover IV Management and Crossover V Management, is a director of the Issuer and is the representative of Crosslink and the Crosslink Affiliates.

3. Crosslink and the Crosslink Affiliates disclaim membership in a group within the meaning of Rule 13d-5(b) under the Securities Exchange Act of 1934, as amended. These securities are held directly by investment funds, including Ventures IV, to which Crosslink is investment adviser for the benefit of the investors in those funds. These securities are indirectly beneficially owned by Crosslink in such capacity as investment adviser, by Omega IV Holdings, Crossover IV Management, Crossover V Management and Verwaltungs as the general partner, manager or holder of Class B Units of one or more of those funds, and by Mr. Stark as the control person of those entities. Crosslink and the Crosslink Affiliates disclaim beneficial ownership of such securities except to the extent of their respective pecuniary interest therein.

4. These shares were issued on the automatic conversion of the Issuer's Convertible Preferred Stock that occured on the closing of the Issuer's initial public offering.

5. Each share automatically converted into the Issuer's common stock on a 1:1 basis on the completion of the Issuer's initial public offering.

6. Each share automatically converted into the Issuer's common stock on a 1:1.10077 basis on the completion of the Issuer's initial public offering.

7. Each share automatically converted into the Issuer's common stock on a 1:1.18081 basis on the completion of the Issuer's initial public offering.

8. These securities were automatically convertible on the closing of the Issuer's initial public offering and did not have an expiration date.

9. These securities are held directly by Ventures IV and are included in the securities held indirectly by the other Crosslink Affiliates.

Remarks:

	Crosslink Capital, Inc., by Jerome S. Contro, Chief Operating Officer	06/22/2011
	Crosslink Ventures IV, L.P., by Crosslink Omega IV Holdings, L.L.C., General Partner, by Jerome S. Contro, Chief Operating Officer	06/22/2011
	Crosslink Omega IV Holdings, L.L.C., by Jerome S. Contro, Chief Operating Officer	06/22/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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