P Pandora Media, Inc.

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13G

Under the Securities Exchange Act of 1934

(Amendment No.: 4 )*

Name of issuer:  Pandora Media Inc

Title of Class of Securities:  Common Stock

13G

CUSIP No.:  698354107

1.  NAME OF REPORTING PERSON

  S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

  The Vanguard Group - 23-1945930

2.  CHECK THE APPROPRIATE [LINE] IF A MEMBER OF A GROUP

3.  SEC USE ONLY

4.  CITIZENSHIP OF PLACE OF ORGANIZATION

  Pennsylvania

(For questions 5-8, report the number of shares beneficially owned by each reporting person with:)

5.  SOLE VOTING POWER

  540,520

6.  SHARED VOTING POWER

  54,771

7.  SOLE DISPOSITIVE POWER

  22,742,709

8.  SHARED DISPOSITIVE POWER

   568,759

9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  23,311,468

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  N/A

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  8.58%

12.  TYPE OF REPORTING PERSON

  IA

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Act of 1934

Check the following [line] if a fee is being paid with this statement   N/A

Item 1(a) - Name of Issuer:

  Pandora Media Inc

Item 1(b) - Address of Issuer's Principal Executive Offices:

  2101 Webster Street, Suite 1650

  Oakland, CA 94612

Item 2(a) - Name of Person Filing:

  The Vanguard Group - 23-1945930

Item 2(b) – Address of Principal Business Office or, if none, residence:

  100 Vanguard Blvd.

  Malvern, PA  19355

Item 2(c) – Citizenship:

  Pennsylvania

Item 2(d) - Title of Class of Securities:

  Common Stock

Item 2(e) - CUSIP Number

  698354107

Item 3 - Type of Filing:

  This statement is being filed pursuant to Rule 13d-1.  An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

Item 4 - Ownership:

  (a) Amount Beneficially Owned:

  23,311,468

  (b) Percent of Class:

  8.58%

  (c)  Number of shares as to which such person has:

  (i)  sole power to vote or direct to vote:  540,520

  (ii)  shared power to vote or direct to vote:  54,771

  (iii)  sole power to dispose of or to direct the disposition of:  22,742,709

  (iv)  shared power to dispose or to direct the disposition of:  568,759

Comments:

Item 5 - Ownership of Five Percent or Less of a Class:

  Not Applicable

Item 6 - Ownership of More Than Five Percent on Behalf of Another Person:

  Not applicable

Item 7 - Identification and Classification of the Subsidiary Which Acquired The Security Being Reported on by the Parent Holding Company :

  See Attached Appendix A

Item 8 - Identification and Classification of Members of Group:

  Not applicable

Item 9 - Notice of Dissolution of Group:

  Not applicable

Item 10 - Certification:

  By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect.

Signature

  After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:  02/11/2019

By /s/ Christine M. Buchanan

Name: Christine M. Buchanan

Title:  Principal

Appendix A

 Vanguard Fiduciary Trust Company ("VFTC"), a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of  513,988 shares or  .18% of the Common Stock outstanding of the Company as a result of its serving as investment manager of collective trust accounts.

Vanguard Investments Australia, Ltd. ("VIA"), a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of  81,303 shares or  .02% of the Common Stock outstanding of the Company as a result of its serving as investment manager of Australian investment offerings.