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Securities to be offered to employees in employee benefit plans

(Exact name of registrant as specified in its charter)

(Name, address and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

This Registration Statement is being filed for the purpose of registering shares of Pandora Media, Inc.’s (the “Registrant”) common stock pursuant to an increase to the number of shares of common stock reserved for issuance under its 2011 Equity Incentive Plan.


The Registrant previously registered shares of its common stock for issuance under the 2011 Equity Incentive Plan under a Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “SEC”) on July 6, 2011 (File No. 333-175378), and registered additional shares of its common stock for issuance under such Plan under Registration Statements on Form S-8 filed with the SEC on June 19, 2012, March 18, 2013, January 28, 2014 and February 11, 2015 (File Nos. 333-182212, 333-187340, 333-193612 and 333-202029). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statements referenced above.


The following documents filed with the Commission pursuant to the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference herein:

(a) The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2014 filed with the SEC on February 11, 2015;

(b) The Registrant’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2015, June 30, 2015 and September 30, 2015, filed with the SEC on April 27, 2015, July 24, 2015 and October 26, 2015, respectively

(c) The Registrant’s Current Reports on Form 8-K filed with the SEC on April 20, 2015, June 5, 2015, September 30, 2015, October 7, 2015, October 8, 2015 and November 2, 2015;

(d) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (a) above; and

(e) The description of the Registrant’s Common Stock contained in the Registrant’s registration statement on Form 8-A (File No. 001-35198), filed by the Registrant with the Commission under Section 12(b) of the...