P Pandora Media, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Pandora Media, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

698354107

(CUSIP Number)

Patrick L. Donnelly

Executive Vice President, General Counsel and

Secretary

Sirius XM Radio Inc.

1290 Avenue of the Americas

New York, New York 10104

Tel: (212) 584-5100

Richard N. Baer, Esq.

Chief Legal Officer

Liberty Media Corporation

12300 Liberty Boulevard

Englewood, CO 80112

Tel: (720) 875-5400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 23, 2018

(Date of Event which Requires filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.  ☐

Note : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

EXPLANATORY NOTE

This Amendment No. 1 (this “ Amendment No.  1 ”) to Schedule 13D amends and supplements the Schedule 13D filed on October 2, 2017 (the “ Original Filing ”) by Sirius XM Radio Inc., a Delaware corporation (“ Sirius XM Radio ”), Sirius XM Holdings Inc., a Delaware corporation (“ Sirius XM Holdings ”), and Liberty Media Corporation, a Delaware corporation (“ Liberty ”) (each a “ Reporting Person ” and, collectively, the “ Reporting Persons ”), and relates to the shares of common stock, par value $0.0001 per share (the “ Common Stock ”) of Pandora Media, Inc., a Delaware corporation (the “ Issuer ”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Original Filing. Except as set forth herein, the Original Filing is unmodified.

Item 2 is hereby amended by amending and restating the fourth and fifth paragraphs thereof with the following:

Attached as Schedule I and incorporated herein by reference is information regarding each director and executive officer of the Reporting Persons, as applicable.

During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other persons listed on Schedule I attached hereto, (i) have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 4 is hereby amended and supplemented by adding the following at the end thereof:

On September 23, 2018, the board of directors of Sirius XM Holdings approved the entrance into, and Sirius XM Holdings entered into, an Agreement and Plan of Merger and Reorganization (the “ Merger Agreement ”) with the Issuer and White Oaks Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Sirius XM Holdings, pursuant to which, subject to the terms and conditions of the Merger Agreement, Sirius XM Holdings will acquire Pandora (such transaction, the “ Merger ”).

At the closing of the Merger, each outstanding share of Common Stock will be converted into the right to receive 1.44 shares (the “ Merger Consideration ”) of common stock, par value $0.001 per share of Sirius XM Holdings (“ Sirius Common Stock ”) and each outstanding share of the Issuer’s Series A Convertible Preferred Stock, par value $0.0001 per share (the “ Series A Preferred Stock ”) will be cancelled. The Merger is conditioned upon the vote of holders of a majority of the combined voting power of the outstanding shares of Common Stock and the outstanding shares of the Series A Preferred Stock, voting together as a single class, in favor of the adoption of the Merger Agreement, and other customary closing conditions.

If the Merger is consummated, the Common Stock will be delisted from The New York Stock Exchange and will cease to be registered under the Securities Exchange Act of 1934, as amended (the “ Act ”), and the Issuer will be wholly-owned by Sirius XM Holdings.

The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement, which is incorporated herein by reference.

Item 5 is hereby amended by amending and restating Items 5(a)-(b) in their entirety:

(a)-(b)

Calculations of the percentage of shares of Common Stock beneficially owned assumes that there are a total of 269,739,919 shares of Common Stock outstanding as of September 21, 2018 as set forth in the Merger Agreement, and also takes into account the number of shares of Common Stock underlying the Series A Preferred Stock held by the Reporting Persons.

The aggregate number and percentage of shares of Common Stock beneficially owned by the Reporting Persons and, for each Reporting Person, the number of shares of Common Stock as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Amendment No. 1 and are incorporated herein by reference.

As of the date hereof, Sirius XM Radio directly holds 480,000 shares of Series A Preferred Stock that are convertible into 48,812,165 shares of Common Stock (taking into account accrued but unpaid dividends), or at the option of the Issuer, cash. Sirius XM Holdings is the sole stockholder of Sirius XM Radio. Liberty beneficially owns, directly and indirectly, approximately 71% of the outstanding common stock of Sirius XM Holdings. Any beneficial ownership of Common Stock by any of the persons listed on Schedule I is set forth on Schedule I attached hereto.

Neither the filing of this Amendment No. 1, the Original Filing, nor any of their contents shall be deemed to constitute an admission that any of the Reporting Persons is the beneficial owner of the shares of Common Stock referred to herein for purposes of Section 13(d) of the Act or for any other purpose, and such beneficial ownership is expressly disclaimed. The filing of this Amendment No. 1 or the Original Filing should not be construed to be an admission that the Reporting Persons are members of a “group” for purposes of Sections 13(d) and 13(g) of the Act.

Item 6 is hereby amended and supplemented by adding the following information:

The description in Item 4 of the Merger Agreement is incorporated herein by reference.

SIGNATURES

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 : September 24, 2018

[Schedule 13D—Pandora Media, Inc.]

INFORMATION RELATING TO THE DIRECTORS AND EXECUTIVE OFFICERS

OF THE REPORTING PERSONS

LIBERTY MEDIA CORPORATION

The name and present principal occupation of each director and executive officer of Liberty Media Corporation are set forth below. Unless otherwise noted, the business address for each person listed below is c/o Liberty Media Corporation, 12300 Liberty Boulevard, Englewood, Colorado 80112. All executive officers and directors listed are United States citizens, except for M. Ian G. Gilchrist, who is a citizen of the United States and Canada.

In connection with their services on the board of directors of the Issuer, each of Gregory B. Maffei, James E. Meyer and David J. Frear beneficially own 16,007 shares of Common Stock and hold 39,293 restricted stock units of the Issuer that will vest on the earlier of May 21, 2019 or the date of the 2019 annual stockholder meeting of the Issuer. To the knowledge of the Reporting Persons, none of the other persons listed in this Schedule I beneficially owns any Common Stock.