SEC FORM 4

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).

1. Name and Address of Reporting Person^*

Witz Jennifer C

(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
X	Officer (give title below)	Other (specify below)
	CEO

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⁾		264,143	A	$0⁽¹⁾	3,072,933	D
Common Stock⁽¹⁾	09/09/2024		D⁽¹⁾		2,808,790⁽²⁾	D	$0⁽¹⁾	264,143⁽³⁾	D
Common Stock								1,139	I	By 401(k) Plan

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)	$5.86	09/09/2024		D⁽⁴⁾			566,097	02/01/2019	02/01/2028	Common Stock	566,097	⁽⁴⁾	0.0000	D
Stock Option (Right to Buy)	$5.78	09/09/2024		D⁽⁴⁾			2,277,882	03/05/2020	03/05/2029	Common Stock	2,277,882	⁽⁴⁾	0.0000	D
Stock Option (Right to Buy)	$5.27	09/09/2024		D⁽⁴⁾			563,875	08/21/2018	08/21/2027	Common Stock	563,875	⁽⁴⁾	0.0000	D
Stock Option (Right to Buy)	$58.6	09/09/2024		A⁽⁴⁾		56,609		09/09/2024	02/01/2028	Common Stock	56,609	⁽⁴⁾	56,609	D
Stock Option (Right to Buy)	$59.3	09/09/2024		A⁽⁴⁾		65,053		09/09/2024	02/03/2031	Common Stock	65,053	⁽⁴⁾	65,053	D
Stock Option (Right to Buy)	$57.8	09/09/2024		A⁽⁴⁾		227,788		09/09/2024	03/05/2029	Common Stock	227,788	⁽⁴⁾	227,788	D
Stock Option (Right to Buy)	$52.7	09/09/2024		A⁽⁴⁾		56,387		09/09/2024	08/21/2027	Common Stock	56,387	⁽⁴⁾	56,387	D
Stock Option (Right to Buy)	$5.93	09/09/2024		D⁽⁴⁾			6,500,536	12/31/2021	02/03/2031	Common Stock	6,500,536	⁽⁴⁾	0.0000	D
Stock Option (Right to Buy)	$51.4	09/09/2024		A⁽⁴⁾		1,070,325		12/31/2024⁽⁵⁾	02/05/2034	Common Stock	1,070,325	⁽⁴⁾	1,070,325	D
Stock Option (Right to Buy)	$5.14	09/09/2024		D⁽⁴⁾			10,703,256	12/31/2024	02/05/2034	Common Stock	10,703,256	⁽⁴⁾	0.0000	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. Ms. Witz was subject to the filing requirements under Section 16(a) of the Securities Exchange Act of 1934 while serving as an officer and/or director of Old Sirius XM since 2017. In the course of preparing this Form 4, the Issuer was unable to reconcile the reports filed by Ms. Witz under Section 16(a) with respect to Old Sirius XM with the information, including bank and brokerage account statements, provided by Ms. WItz. The Issuer believes that Ms Witz's ownership in new Old Sirius XM, as reported under Section 16(a), may have been overstated by 16,736 shares of common stock. As a result, Ms. Witz's reported ownership has been adjusted to reflect this discrepancy.

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. 356,775 shares vest on 12/31/2024, 12/31/2025 and 12/31/2026.

	/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.
* 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).
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