Edgar Filing: CROSSLINK VENTURES IV LP

Ownership Submission

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, 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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

CROSSLINK CAPITAL INC

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)	__X__ Other (specify below)
Affiliate of Director

(Last)

(First)

(Middle)

TWO EMBARCADERO CENTER, SUITE 2200

3. Date of Earliest Transaction (Month/Day/Year)
06/20/2011

(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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/20/2011		C		34,327,579	A	⁽⁴⁾	34,964,928	I	See Notes ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	06/20/2011		C		16,517,959	A	⁽⁴⁾	16,517,959	D ⁽⁹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series B Convertible Preferred Stock

$ 0 ⁽⁵⁾

06/20/2011

250,000

⁽⁸⁾

Common Stock

250,000

$ 0

See Notes ⁽¹⁾ ⁽²⁾ ⁽³⁾

Series B Convertible Preferred Stock

$ 0 ⁽⁵⁾

06/20/2011

121,716

⁽⁸⁾

Common Stock

121,716

$ 0

D ⁽⁹⁾

Series C Convertible Preferred Stock

$ 0 ⁽⁵⁾

06/20/2011

11,764,706

⁽⁸⁾

Common Stock

11,764,706

$ 0

See Notes ⁽¹⁾ ⁽²⁾ ⁽³⁾

Series C Convertible Preferred Stock

$ 0 ⁽⁵⁾

06/20/2011

5,727,847

⁽⁸⁾

Common Stock

5,727,847

$ 0

D ⁽⁹⁾

Series D Convertible Preferred Stock

$ 0 ⁽⁶⁾

06/20/2011

4,871,723

⁽⁸⁾

Common Stock

5,362,465

$ 0

See Notes ⁽¹⁾ ⁽²⁾ ⁽³⁾

Series D Convertible Preferred Stock

$ 0 ⁽⁶⁾

06/20/2011

2,194,724

⁽⁸⁾

Common Stock

2,415,886

$ 0

D ⁽⁹⁾

Series E Convertible Preferred Stock

$ 0 ⁽⁷⁾

06/20/2011

3,638,947

⁽⁸⁾

Common Stock

4,296,905

$ 0

See Notes ⁽¹⁾ ⁽²⁾ ⁽³⁾

Series E Convertible Preferred Stock

$ 0 ⁽⁷⁾

06/20/2011

1,771,685

⁽⁸⁾

Common Stock

2,092,023

$ 0

D ⁽⁹⁾

Series F Convertible Preferred Stock

$ 0 ⁽⁵⁾

06/20/2011

12,653,323

⁽⁸⁾

Common Stock

12,653,323

$ 0

See Notes ⁽¹⁾ ⁽²⁾ ⁽³⁾

Series F Convertible Preferred Stock

$ 0 ⁽⁵⁾

06/20/2011

6,160,487

⁽⁸⁾

Common Stock

6,160,487

$ 0

D ⁽⁹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CROSSLINK CAPITAL INC TWO EMBARCADERO CENTER SUITE 2200 SAN FRANCISCO, CA 94111		X		Affiliate of Director
CROSSLINK VENTURES IV LP TWO EMBARCADERO CENTER SUITE 2200 SAN FRANCISCO, CA 94111		X		Affiliate of Director
CROSSLINK VENTURES IV HOLDINGS, L.L.C. TWO EMBARCADERO CENTER SUITE 2200 SAN FRANCISCO, CA 94111		X		Affiliate of Director

Signatures

Crosslink Capital, Inc., by Jerome S. Contro, Chief Operating Officer		06/22/2011
^**Signature of Reporting Person		Date
Crosslink Ventures IV, L.P., by Crosslink Omega IV Holdings, L.L.C., General Partner, by Jerome S. Contro, Chief Operating Officer		06/22/2011
^**Signature of Reporting Person		Date
Crosslink Omega IV Holdings, L.L.C., by Jerome S. Contro, Chief Operating Officer		06/22/2011
^**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 reporting persons are Crosslink Capital, Inc. ("Crosslink"), Crosslink Ventures IV, L.P., a Delaware limited partnership ("Ventures IV"), Crosslink Omega IV Holdings, L.L.C., ("Omega IV Holdings"), a Delaware limited liability company and the general partner of Ventures IV, and Michael J. Stark. The securities reported as beneficially owned by Crosslink include securities also beneficially owned by Omega IV Holdings, Ventures IV, Mr. Stark and Crossover Fund IV Management, L.L.C., a Delaware limited liability company ("Crossover IV Management"), Crossover Fund V Management, L.L.C., a Delaware limited liability company ("Crossover V Management") and Crosslink Verwaltungs GmbH ("Verwaltungs", and collectively, the "Crosslink Affiliates").
(2)	Crosslink is an investment adviser to investment funds, including Ventures IV, of which Omega IV Holdings, Crossover IV Management, Crossover V Management or Verwaltungs is the general partner, manager or holder of Class B Units. Mr. Stark is the control person of Crosslink, Omega IV Holdings, Crossover IV Management, Crossover V Management and Verwaltungs. James Feuille, a shareholder and employee of Crosslink, and a member of Omega IV Holdings, Crossover IV Management and Crossover V Management, is a director of the Issuer and is the representative of Crosslink and the Crosslink Affiliates.
(3)	Crosslink and the Crosslink Affiliates disclaim membership in a group within the meaning of Rule 13d-5(b) under the Securities Exchange Act of 1934, as amended. These securities are held directly by investment funds, including Ventures IV, to which Crosslink is investment adviser for the benefit of the investors in those funds. These securities are indirectly beneficially owned by Crosslink in such capacity as investment adviser, by Omega IV Holdings, Crossover IV Management, Crossover V Management and Verwaltungs as the general partner, manager or holder of Class B Units of one or more of those funds, and by Mr. Stark as the control person of those entities. Crosslink and the Crosslink Affiliates disclaim beneficial ownership of such securities except to the extent of their respective pecuniary interest therein.
(4)	These shares were issued on the automatic conversion of the Issuer's Convertible Preferred Stock that occured on the closing of the Issuer's initial public offering.
(5)	Each share automatically converted into the Issuer's common stock on a 1:1 basis on the completion of the Issuer's initial public offering.
(6)	Each share automatically converted into the Issuer's common stock on a 1:1.10077 basis on the completion of the Issuer's initial public offering.
(7)	Each share automatically converted into the Issuer's common stock on a 1:1.18081 basis on the completion of the Issuer's initial public offering.
(8)	These securities were automatically convertible on the closing of the Issuer's initial public offering and did not have an expiration date.
(9)	These securities are held directly by Ventures IV and are included in the securities held indirectly by the other Crosslink Affiliates.

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