David J Frear Form 3 Pandora Media / DAVID J FREAR ownership change

SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

FREAR DAVID J

(Last) (First) (Middle)

C/O PANDORA MEDIA, INC

2101 WEBSTER STREET, SUITE 1650

(Street)

OAKLAND CA 94612

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/22/2017

3. Issuer Name and Ticker or Trading Symbol
Pandora Media, Inc. [ P ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	0(1)	D

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: 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

Explanation of Responses:

1. No securities are beneficially owned.

Remarks:

Exhibit 24.1 - Power of Attorney. The Reporting Person, an officer of Sirius XM Holdings Inc. ("Sirius") or one of its affiliates, is a member of the board of directors of the Issuer. Sirius and certain of its affiliates intend to file a separate Form 3 reporting securities of the Issuer that they may be deemed to beneficially own. The Reporting Person disclaims beneficial ownership of any securities of the Issuer that may be deemed to be beneficially owned by Sirius or its affiliates.

	/s/ Jeremy Liegl, Attorney-in-Fact	09/26/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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