Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 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 *
  GERBITZ DAVID
 2. Date of Event Requiring Statement (Month/Day/Year)
01/14/2016		 3. Issuer Name and Ticker or Trading Symbol
Pandora Media, Inc. [P]
(Last)
(First)
(Middle)
C/O PANDORA MEDIA, INC., 2101 WEBSTER STREET, #1650		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP Revenue Operations
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

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
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
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 126,972 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Market Share Units   (2)   (2) Common Stock 64,000 (2) $ (3) D  
Common Stock (Right to Buy)   (4) 07/07/2024 Common Stock 65,000 $ 27.83 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GERBITZ DAVID
C/O PANDORA MEDIA, INC.
2101 WEBSTER STREET, #1650
OAKLAND, CA 94612		       EVP Revenue Operations  

Signatures

/s/ Jeremy Liegl, attorney-in-fact 01/25/2016
**Signature of Reporting Person Date

Explanation of Responses:

* 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) This amount includes 6,909 shares of common stock and 120,063 unvested restricted stock units, which include the remaining unvested shares in the following grants: (i) 35,000 restricted stock units that vest over a total of four years, with 25% vesting on 8/15/2015 and thereafter 1/16th of the total number of shares vesting quarterly, pursuant to the terms of the July 7, 2014 RSU grant, and (ii) 96,000 restricted stock units that vest over a total of four years, with 25% vesting on 2/15/2016 and thereafter 1/16th of the total number of shares vesting quarterly, pursuant to the terms of the March 11, 2015 RSU grant.
(2) Pursuant to the terms of the March 11, 2015 MSU grant, represents the target number of market share units which may be earned over a three-year period based on Pandora's annual relative total shareholder return compared to that of the Russell 2000 Index. The actual amount earned and eligible for vesting may be between 0 and 200% of this number, depending on actual performance.
(3) Each market share unit represents a contingent right to receive one share of Pandora Media, Inc. common stock.
(4) Pursuant to the terms of the July 7, 2014 grant, the option grant vests and becomes exercisable with respect to 25% of the total number of shares on 7/7/2015 and thereafter 1/48th of the total number of shares vesting monthly.
 
Remarks:
Exhibit 24.1 - Power of Attorney

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