| Accession Number: | 0001127602-18-034022 |
| Date: | 2018-11-16 |
| Issuer: | PANDORA MEDIA, INC. (P) |
| Original Submission Date: |
BENE STEPHEN G
C/O PANDORA MEDIA, INC.
2100 FRANKLIN STREET 7TH FLOOR
OAKLAND, CA 94612
| Title of Security | Transaction Date | 2a. Deemed Execution Date | Transaction Code | Shares | Acquired or Disposed | Price per share | 5. Amount of Securities Beneficially Owned Following Reported Transaction | 6. Ownership Form Direct or Indirect | Nature of Indirect Ownership |
|---|---|---|---|---|---|---|---|---|---|
| COMMON STOCK | 2018-11-16 | S | 9,729 | d | $8.90 | 567,304 | direct |
| Title of Derivative Security | Conversion or Exercise Price of Derivative Security | Transaction Date | Deemed Execution Date | Transaction Code | Number of Derivative Securities Acquired (A) or Disposed of (D) | Date Exercisable | Expiration Date | Title and Amount of Securities Underlying Derivative Security | Price of Derivative Security | Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | Ownership Form: Direct (D) or Indirect (I) | Nature of Indirect Beneficial Ownership |
|---|
| ID | footnote |
|---|---|
| f1 | represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of rsus. this sale is mandated by the issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the reporting person. |
| f2 | these shares were sold in multiple transactions at the price of $8.9014. |
