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 *   Steel Jessica D 2. Date of Event Requiring Statement (Month/Day/Year) 06/14/2011 3. Issuer Name and Ticker or Trading Symbol Pandora Media, Inc. [P] (Last) (First) (Middle) PANDORA MEDIA, INC., 2101 WEBSTER STREET, SUITE 1650 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP, Business & Corp. Develop. 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 1,134,224 I By Trust (1) Common Stock 71,025 I By Trust (2) Common Stock 71,025 I By Trust (3)

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
Stock Option (right to buy)	  (4)	01/22/2017	Common Stock	22,917	$ 0.34	D	Â
Stock Option (right to buy)	  (5)	07/06/2019	Common Stock	298,959	$ 0.16	D	Â
Stock Option (right to buy)	  (6)	04/13/2021	Common Stock	400,000	$ 6.35	D	Â
Stock Option (right to buy)	  (7)	01/25/2021	Common Stock	40,000	$ 3.14	I	By Spouse

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Steel Jessica D PANDORA MEDIA, INC. 2101 WEBSTER STREET, SUITE 1650 OAKLAND, CA 94612	Â	Â	  EVP, Business & Corp. Develop.	Â

Signatures

/s/ Jeremy Liegl, as attorney-in-fact		06/14/2011
**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)	Brian A.C. Steel and Jessica Dawn Steel, Trustees of the Steel Investment Trust u/a/d 12-08-06
(2)	Brian A.C. Steel, Trustee of The Brian A.C. Steel 2011 Annuity Trust
(3)	Jessica Dawn Steel, Trustee of The Jessica Dawn Steel 2011 Annuity Trust
(4)	All shares are immediately exercisable.
(5)	The original option grant vests at a rate of 1/48 per month, beginning July 7, 2009.
(6)	The original option grant vests at a rate of 1/48 per month, beginning April 14, 2012.
(7)	The original option grant vests at a rate of 1/48 per month, beginning January 26, 2011.

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