SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event which Requires Filing of Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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Item 1

(a) Name of Issuer:

Pandora Media, Inc.

(b) Address of Issuer’s Principal Executive Offices:

2101 Webster Street

Suite 1650

Oakland, CA 94612

Item 2

(a) Name of Persons Filing:

WaldenVC, LLC

WaldenVC II, L.P.

WaldenVC III, LLC

WaldenVC SPK, LLC

(b) Address of Principal Business Office or, if none, Residence:

750 Battery Street, 7^th Floor

San Francisco, California 94111

(c) Citizenship:

WaldenVC, LLC – California Limited Liability Company

WaldenVC II, L.P. – California Limited Partnership

WaldenVC III, LLC – Delaware Limited Liability Company

WaldenVC SPK, LLC – Delaware Limited Liability Company

(d) Title of Class of Securities:

This Schedule 13G report relates to the Common Stock, par value $0.0001 per share (the “Common Stock”), of Pandora Media, Inc.

(e) CUSIP Number: 698354107

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Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4. Ownership

(a) Amount beneficially owned:

As of December 31, 2011: (i) WaldenVC II, L.P. was the record holder of 25,284,076 shares of Common Stock (the “VCII Shares”); (ii) WaldenVC III, LLC was the record holder of 2,174,943 of Common Stock (the “VCIII Shares”); and (iii) WaldenVC SPK, LLC was the record holder of 1,009,287 shares of Common Stock (the “VCSPK Shares”).

WaldenVC, LLC, as the general partner of WaldenVC II, L.P., and as the manager of WaldenVC SPK, LLC, may be deemed to beneficially own the VCII Shares and the VCSPK Shares.

WaldenVC III Management, LLC, as the managing member of WaldenVC III, LLC, may be deemed to beneficially own the VCIII Shares.

(b) Percent of Class:

(c) Number of shares as to which such person has:

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(i) Sole power to vote or to direct the vote

(ii) Shared power to vote or to direct the vote

(iii) Sole power to dispose or to direct the disposition of:

(iv) Shared power to dispose or to direct the disposition of:

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ¨

Item 6. Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable.

Item 8. Identification and Classification of Members of the Group

Not applicable.

Item 9. Notice of Dissolution of Group

Not applicable.

Item 10. Certification

Not applicable. This Schedule 13G is not filed pursuant to Rule 13d-1(b) or Rule 13d-1(c).

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

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EXHIBIT INDEX

Exhibit A         Joint Filing Undertaking

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