Statement of Changes in Beneficial Ownership (4)
August 01 2022 - 4:11PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Greenstein Scott Andrew |
2. Issuer Name and Ticker or Trading Symbol
SIRIUS XM HOLDINGS INC.
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(SIRI)
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Pres. & Chief Content Officer |
(Last)
(First)
(Middle)
1221 AVENUE OF THE AMERICAS |
3. Date of Earliest Transaction
(MM/DD/YYYY)
7/29/2022 |
(Street)
NEW YORK, NY 10020
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 7/29/2022 | | M | | 3601867.0000 | A | $3.7100 | 5098967.0000 | D | |
Common Stock | 7/29/2022 | | M | | 3180872.0000 | A | $5.2600 | 8279839.0000 | D | |
Common Stock | 7/29/2022 | | S | | 197809.0000 | D | $6.6620 (1) | 8082030.0000 | D | |
Common Stock | 7/29/2022 | | S | | 883561.0000 | D | $6.5670 (2) | 7198469.0000 | D | |
Common Stock | 7/29/2022 | | F | | 5701369.0000 | D | $6.5800 (3) | 1497100.0000 | D | |
Common Stock | | | | | | | | 79264.0000 | I | By 401(k) Plan |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Stock Option (Right to Buy) | $3.7100 | 7/29/2022 | | M | | | 3601867.0000 | 5/24/2017 | 5/24/2026 | Common Stock | 3601867.0000 | $3.7100 | 0.0000 | D | |
Stock Option (Right to Buy) | $5.2600 | 7/29/2022 | | M | | | 3180872.0000 | 12/24/2019 | 12/24/2028 | Common Stock | 3180872.0000 | $5.2600 | 0.0000 | D | |
Explanation of Responses: |
(1) | Represents the weighted average sales price for the price increments ranging from $6.64 to $6.68. The Reporting Person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
(2) | Represents the weighted average sales price for the price increments ranging from $6.50 to $6.70. The Reporting Person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
(3) | Represents the exercise price of the stock option referenced in Table II and associated taxes which was paid by way of the withholding by the Company of shares with a value equal to the exercise price and such taxes. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Greenstein Scott Andrew 1221 AVENUE OF THE AMERICAS NEW YORK, NY 10020 |
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| Pres. & Chief Content Officer |
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Signatures
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/s/Patrick L. Donnelly, attorney in fact | | 8/1/2022 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(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). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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