Pandora Media (P): Corvex Capital Aims To Boost Stake To 14.99%

CUSIP No. 698354107

  1.

Name of Reporting Person:

CORVEX MANAGEMENT LP

  2.

Check the Appropriate Box if a Member of a Group (See Instructions):

(a) [  ]        (b)  [X]

  3.

SEC Use Only:

  4.

Source of Funds (See Instructions):

AF

  5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): [  ]

  6.

Citizenship or Place of Organization:

DELAWARE

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

  7.

Sole Voting Power:

19,066,942*

  8.

Shared Voting Power:

0

  9.

Sole Dispositive Power:

19,066,942*

10.

Shared Dispositive Power:

0

11.

Aggregate Amount Beneficially Owned by Each Reporting Person:

19,066,942*†

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): [  ]

13.

Percent of Class Represented by Amount in Row (11):

8.3%*†

14.

Type of Reporting Person (See Instructions):

PN, IA

(*)

See Item 5.

†

Includes all Shares (as defined below) beneficially owned by all Reporting Persons and excludes cash-settled swaps disclosed in Item 5 referencing economic exposure comparable to 3,695,715 additional Shares, which, if aggregated with such beneficially owned Shares, represent an aggregate economic interest in 22,762,657 Share equivalents representing approximately 9.9% of the outstanding Shares.