FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Walden VC, LLC
   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) _____ Other (specify below)
(Last)
(First)
(Middle)
750 BATTERY STREET, 7TH FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
03/05/2012
(Street)

SAN FRANCISCO, CA 94111		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 03/05/2012   S   888,100 D $ 14.7025 (1) 20,395,940 I By WaldenVC II, L.P. (2)
Common Stock 03/05/2012   S   76,400 D $ 14.7025 (3) 1,754,461 I By WaldenVC III, LLC (4)
Common Stock 03/05/2012   S   35,500 D $ 14.7025 (5) 814,115 I By WaldenVC SPK, LLC (2)
Common Stock 03/07/2012   J(6)   2,000,019 D $ 0 18,395,921 I By WaldenVC II, L.P. (2)
Common Stock 03/07/2012   J(7)   172,041 D $ 0 1,582,420 I By WaldenVC III, LLC (4)
Common Stock 03/07/2012   J(7)   79,836 D $ 0 734,279 I By WaldenVC SPK, LLC (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Walden VC, LLC
750 BATTERY STREET, 7TH FLOOR
SAN FRANCISCO, CA 94111		     X    
Walden VC II, L.P.
750 BATTERY STREET, 7TH FLOOR
SAN FRANCISCO, CA 94111		     X    
Walden VC III, LLC
750 BATTERY STREET, 7TH FLOOR
SAN FRANCISCO, CA 94111		     X    
Walden VC SPK, LLC
750 BATTERY STREET, 7TH FLOOR
SAN FRANCISCO, CA 94111		     X    

Signatures

 /s/ Lawrence Marcus for WaldenVC, LLC   03/07/2012
**Signature of Reporting Person Date
 /s/ Lawrence Marcus for WaldenVC II, L.P.   03/07/2012
**Signature of Reporting Person Date
 /s/ Lawrence Marcus for WaldenVC III, LLC   03/07/2012
**Signature of Reporting Person Date
 /s/ Lawrence Marcus for WaldenVC SPK, LLC   03/07/2012
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The price reflects the weighted average selling price for the 881,000 shares which were sold in the range of $14.65 - $14.94. Full information regarding the number of shares sold at each separate price is available upon request.
(2) WaldenVC, LLC is the general partner of WaldenVC II, L.P. and the manager of WaldenVC SPK, LLC.
(3) The price reflects the weighted average selling price for the 76,400 shares which were sold in the range of $14.65 - $14.94. Full information regarding the number of shares sold at each separate price is available upon request.
(4) WaldenVC III Management, LLC is the managing member of WaldenVC III, LLC.
(5) The price reflects the weighted average selling price for the 35,500 shares which were sold in the range of $14.65 - $14.94. Full information regarding the number of shares sold at each separate price is available upon request.
(6) Pro rata distribution to limited partners.
(7) Pro rata distribution to members.

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