Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

MALONE EVAN DANIEL

(Last)

(First)

(Middle)

1221 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10020

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SIRIUS XM HOLDINGS INC. [ (SIRI) ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	09/09/2024		A⁽¹⁾		30,497	A	$0⁽¹⁾	437,097⁽²⁾	D
Common Stock⁽¹⁾	09/09/2024		D⁽¹⁾		304,992	D	$0⁽¹⁾	132,105⁽³⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$4.61	09/09/2024		D⁽⁴⁾			36,600	05/19/2018	05/19/2027	Common Stock	36,600	⁽⁴⁾	0.0000	D
Stock Option (Right to Buy)	$3.65	09/09/2024		D⁽⁴⁾			76,100	05/20/2016	05/20/2025	Common Stock	76,100	⁽⁴⁾	0.0000	D
Stock Option (Right to Buy)	$3.71	09/09/2024		D⁽⁴⁾			79,500	05/25/2017	05/25/2026	Common Stock	79,500	⁽⁴⁾	0.0000	D
Stock Option (Right to Buy)	$6.81	09/09/2024		D⁽⁴⁾			24,700	06/05/2019	06/05/2028	Common Stock	24,700	⁽⁴⁾	0.0000	D
Stock Option (Right to Buy)	$46.1	09/09/2024		A⁽⁴⁾		3,660		09/09/2024	05/19/2027	Common Stock	3,660	⁽⁴⁾	3,660	D
Stock Option (Right to Buy)	$36.5	09/09/2024		A⁽⁴⁾		7,610		09/09/2024	05/20/2025	Common Stock	7,610	⁽⁴⁾	7,610	D
Stock Option (Right to Buy)	$37.1	09/09/2024		A⁽⁴⁾		7,950		09/09/2024	05/25/2026	Common Stock	7,950	⁽⁴⁾	7,950	D
Stock Option (Right to Buy)	$68.1	09/09/2024		A⁽⁴⁾		2,470		09/09/2024	06/05/2028	Common Stock	2,470	⁽⁴⁾	2,470	D
Stock Option (Right to Buy)	$33	09/09/2024		A⁽⁵⁾		5,195		09/09/2024	12/06/2025	Common Stock	5,195	⁽⁵⁾	5,195	D
Stock Option (Right to Buy)	$41.74	09/09/2024		A⁽⁵⁾		3,636		09/09/2024	12/06/2028	Common Stock	3,636	⁽⁵⁾	3,636	D
Stock Option (Right to Buy)	$39.72	09/09/2024		A⁽⁵⁾		5,238		09/09/2024	12/09/2026	Common Stock	5,238	⁽⁵⁾	5,238	D
Stock Option (Right to Buy)	$35.38	09/09/2024		A⁽⁵⁾		4,811		09/09/2024	12/10/2027	Common Stock	4,811	⁽⁵⁾	4,811	D
Stock Option (Right to Buy)	$35.8	09/09/2024		A⁽⁵⁾		5,375		09/09/2024	12/12/2024	Common Stock	5,375	⁽⁵⁾	5,375	D

Explanation of Responses:

1. Represents disposition of common stock of Sirius XM Holdings Inc. ("Old Sirius XM") and acquisition of common stock of Liberty Sirius XM Holdings Inc. ("New Sirius XM") at an exchange rate of ten (10) shares of Old Sirius XM common stock to one (1) New Sirius XM share of common stock, rounded down to the nearest whole share, in connection with the September 9, 2024 merger of Radio Merger Sub, LLC with and into Old Sirius XM, with Old Sirius XM continuing as the surviving company (the "Merger") pursuant to the Agreement and Plan of Merger, dated as of December 11, 2023, as amended (the "Merger Agreement"). Includes the disposition of restricted stock units associated with shares of common stock of Old Sirius XM and acquisition of restricted stock units associated with shares of common stock of New Sirius XM in connection with the Merger. Following the closing of the Merger, New Sirius XM changed its name to Sirius XM Holdings Inc and Old Sirius XM changed its name to Sirius XM Inc.

2. Amount also includes 101,608 shares of common stock of New Sirius XM received in connection with the Merger resulting from the redemption of Liberty Media Corporation's Series A Liberty SiriusXM common stock, par value $0.01 per share, Series B Liberty SiriusXM common stock, par value $0.01 per share and Series C Liberty SiriusXM common stock, par value $0.01 per share in exchange for 0.83750 (the "Exchange Ratio") shares of New Sirius XM common stock.

3. Represents the number of shares of common stock beneficially owned following the transactions described herein.

4. Disposition of options to acquire shares of common stock of Old Sirius XM outstanding prior to the closing of the Merger and the acquisition of options to acquire shares of common stock of New Sirius XM in connection with the Merger. Each ten (10) options to acquire shares of common stock of Old Sirius XM resulted in the issuance of one (1) option to acquire shares of common stock of New Sirius XM, rounded down to the nearest whole option.

5. In connection with the Redemption, all option awards held by the reporting person related to Liberty SiriusXM common stock (each, an "LSXM Award") were converted into option awards of New Sirius XM. The number of shares of New Sirius XM common stock subject to such option award was determined to be the product of (x) the Exchange Ratio multiplied by (y) the number of shares of Liberty SiriusXM common stock subject to the LSXM Award, with the result rounded down to the nearest whole share of New Sirius XM common stock. Similarly, the per share exercise price of such option award was determined to be the quotient of (x) the exercise price per share of the LSXM Award divided by (y) the Exchange Ratio, with the result rounded up to the nearest whole cent. These adjustments were approved by New Sirius XM's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. Each LSXM Award vested and became exercisable upon the effective time of the Merger.

	/s/Patrick L. Donnelly, attorney in fact	09/11/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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