1. Name and Address of Reporting Person * |
KAVNER ROBERT M |
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2. Date of Event Requiring Statement (Month/Day/Year) 06/14/2011 |
3. Issuer Name and Ticker or Trading Symbol Pandora Media, Inc. [P]
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PANDORA MEDIA, INC., 2101 WEBSTER STREET, SUITE 1650 |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__X__ Director |
_____ 10% Owner |
_____ Officer (give title below) |
_____ Other (specify below) |
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5. If Amendment, Date Original Filed(Month/Day/Year)
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OAKLAND, CA 94612 |
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned |
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1.Title of Security (Instr. 4) |
2. Amount of Securities Beneficially Owned (Instr. 4) |
3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) |
4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock
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570,473
(1)
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I
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By Kavner Partners, a Delaware Multiple Series Limited Partnership (Series B)
(2)
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Common Stock
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14,485
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I
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By Trust
(3)
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Common Stock
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31,867
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I
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By Trust
(4)
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Common Stock
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31,867
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I
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By Trust
(5)
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* |
If the form is filed by more than one reporting person, see Instruction 5(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). |
(1) |
A portion of these shares are subject to a right of repurchase held by the Issuer. |
(2) |
Robert Kavner is an affiliate of Kavner Partners, a Delaware Multiple Series Limited Partnership (Series B). Mr. Kavner disclaims beneficial ownership with respect to all shares beneficially owned by Kavner Partners, except to the extent of his pecuniary interests therein. |
(3) |
Robert M. Kavner and Allyson P. Kavner, Trustees of Kavner Family Trust - 1999 u/i dtd. May 17, 1999. |
(4) |
Robert M. Kavner, Allyson P. Kavner and Thomas J. Ross, Jr., Trustees of Kathryn Ray Kavner Trust - 2000 u/i dtd. March 14, 2000. |
(5) |
Robert M. Kavner, Allyson P. Kavner and Thomas J. Ross, Jr., Trustees of Reed I. Kavner Trust - 2000 u/i dtd. March 14, 2000. |
(6) |
The securities are preferred stock of the Issuer. These securities are immediately convertible and do not have an expiration date. |
(7) |
Each share of preferred stock will automatically convert on a 1-for-1 basis into common stock upon the closing of the Issuer's initial public offering. |
(8) |
All shares immediately exercisable. The original option grant vests at a rate of 1/48 per month, beginning March 10, 2010. |