-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HTSBW1JrsjZUvEbxnto8j0nexOyz6bjyrnqEsyeFfaMDl03zxbMVouAo/Xszr50U 5wv9RQkTnufh8+5P26x8EA== 0000950123-09-005151.txt : 20090323 0000950123-09-005151.hdr.sgml : 20090323 20090323145555 ACCESSION NUMBER: 0000950123-09-005151 CONFORMED SUBMISSION TYPE: RW PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090323 DATE AS OF CHANGE: 20090323 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SIRIUS XM RADIO INC. CENTRAL INDEX KEY: 0000908937 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 521700207 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: RW SEC ACT: SEC FILE NUMBER: 333-156495 FILM NUMBER: 09698610 BUSINESS ADDRESS: STREET 1: 1221 AVENUE OF THE AMERICAS STREET 2: 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 212-584-5100 MAIL ADDRESS: STREET 1: 1221 AVENUE OF THE AMERICAS STREET 2: 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 FORMER COMPANY: FORMER CONFORMED NAME: SIRIUS SATELLITE RADIO INC DATE OF NAME CHANGE: 19991228 FORMER COMPANY: FORMER CONFORMED NAME: CD RADIO INC DATE OF NAME CHANGE: 19940203 RW 1 y75540brw.htm RW RW
SIRIUS XM RADIO INC.
1221 Avenue of the Americas
New York, New York 10020
March 23, 2009
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 20549
100 F Street, N.E.
Washington, D.C. 20549
Attention:   Robert Bartelmes
John Harrington
Re: Sirius XM Radio Inc. Registration Statement on Form S-3 (File No. 333-156495)
Dear Messrs. Bartelmes and Harrington:
          Reference is made to the Registration Statement on Form S-3 (File No. 333-156495) filed with the Securities and Exchange Commission by Sirius XM Radio Inc. (the “Company”) on December 30, 2008 (the “Registration Statement”). Pursuant to Rule 477 promulgated under the Securities Act of 1933, the Company hereby applies for the immediate withdrawal of the Registration Statement together with all exhibits thereto.  
          The Registration Statement was filed for resale from time to time by the Company or selling securityholders of the Company’s securities. Upon the Company’s filing of its Annual Report on Form 10-K, the Registration Statement ceased to be usable as the Company was no longer a “well-known seasoned issuer” (as such term is defined in Rule 405 under the Securities Act of 1933). Subsequent to such date, the Company has regained such status and has elected to file a new automatic shelf registration statement on Form S-3. The Company confirms that the only securities registered under the Registration Statement were certain shares of common stock held by the stockholders named in the prospectus supplement relating to the Registration Statement filed on February 17, 2009. Any such shares that are still held by any of the stockholders named in such prospectus supplement have been or will be registered by the Company under the new automatic shelf registration statement on Form S-3.
          If you have questions or require additional information, please do not hesitate to contact the Company’s outside counsel, John C. Ericson, Esq. of Simpson Thacher & Bartlett LLP at (212) 455-2000.
         
  Sincerely,


SIRIUS XM RADIO INC.
 		  
  By:   /s/ Patrick L. Donnelly    
    Name:   Patrick L. Donnelly   
    Title:   Executive Vice President, General Counsel and Secretary   
 

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