0001225208-24-008620.txt : 20240911 0001225208-24-008620.hdr.sgml : 20240911 20240911204221 ACCESSION NUMBER: 0001225208-24-008620 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240909 FILED AS OF DATE: 20240911 DATE AS OF CHANGE: 20240911 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MAFFEI GREGORY B CENTRAL INDEX KEY: 0001099636 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34295 FILM NUMBER: 241293723 MAIL ADDRESS: STREET 1: 12300 LIBERTY BLVD CITY: ENGLEWOOD STATE: CO ZIP: 80112 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SIRIUS XM HOLDINGS INC. CENTRAL INDEX KEY: 0000908937 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] ORGANIZATION NAME: 06 Technology IRS NUMBER: 383916511 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1290 AVENUE OF THE AMERICAS STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10104 BUSINESS PHONE: 212-584-5100 MAIL ADDRESS: STREET 1: 1290 AVENUE OF THE AMERICAS STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10104 FORMER COMPANY: FORMER CONFORMED NAME: SIRIUS XM RADIO INC. DATE OF NAME CHANGE: 20080805 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 4 1 doc4.xml X0508 4 2024-09-09 0000908937 SIRIUS XM HOLDINGS INC. (SIRI) 0001099636 MAFFEI GREGORY B 1221 AVENUE OF THE AMERICAS NEW YORK NY 10020 1 0 Common Stock 2024-09-09 4 A 0 75950.0000 0 A 835463.0000 D Common Stock 2024-09-09 5 J 0 4706435.0000 0 A 5541898.0000 D Common Stock 2024-09-09 4 D 0 759513.0000 0 D 4782385.0000 D Common Stock 2024-09-09 5 J 0 520840.0000 0 A 520840.0000 I By GRAT Stock Option (Right to Buy) 4.6100 2024-09-09 4 D 0 36600.0000 D 2018-05-19 2027-05-19 Common Stock 36600.0000 0.0000 D Stock Option (Right to Buy) 3.6500 2024-09-09 4 D 0 76100.0000 D 2016-05-20 2025-05-20 Common Stock 76100.0000 0.0000 D Stock Option (Right to Buy) 3.7100 2024-09-09 4 D 0 79500.0000 D 2017-05-25 2026-05-25 Common Stock 79500.0000 0.0000 D Stock Option (Right to Buy) 6.8100 2024-09-09 4 D 0 24700.0000 D 2019-06-05 2028-06-05 Common Stock 24700.0000 0.0000 D Stock Option (Right to Buy) 26.2000 2024-09-09 4 A 0 319878.0000 A 2024-09-09 2030-03-03 Common Stock 319878.0000 319878.0000 D Stock Option (Right to Buy) 35.6900 2024-09-09 4 A 0 545029.0000 A 2024-09-09 2025-03-05 Common Stock 545029.0000 545029.0000 D Stock Option (Right to Buy) 34.0500 2024-09-09 4 A 0 422677.0000 A 2024-09-09 2026-03-06 Common Stock 422677.0000 422677.0000 D Stock Option (Right to Buy) 37.6300 2024-09-09 4 A 0 182807.0000 A 2024-09-09 2029-03-09 Common Stock 182807.0000 182807.0000 D Stock Option (Right to Buy) 38.0800 2024-09-09 4 A 0 220906.0000 A 2024-09-09 2028-03-10 Common Stock 220906.0000 220906.0000 D Stock Option (Right to Buy) 33.4900 2024-09-09 4 A 0 333882.0000 A 2024-09-09 2027-03-11 Common Stock 333882.0000 333882.0000 D Stock Option (Right to Buy) 46.1000 2024-09-09 4 A 0 3660.0000 A 2024-09-09 2027-05-19 Common Stock 3660.0000 3660.0000 D Stock Option (Right to Buy) 36.5000 2024-09-09 4 A 0 7610.0000 A 2024-09-09 2025-05-20 Common Stock 7610.0000 7610.0000 D Stock Option (Right to Buy) 37.1000 2024-09-09 4 A 0 7950.0000 A 2024-09-09 2026-05-25 Common Stock 7950.0000 7950.0000 D Stock Option (Right to Buy) 68.1000 2024-09-09 4 A 0 2470.0000 A 2024-09-09 2028-06-05 Common Stock 2470.0000 2470.0000 D Stock Option (Right to Buy) 35.3800 2024-09-09 4 A 0 572906.0000 A 2024-09-09 2027-12-10 Common Stock 572906.0000 572906.0000 D Stock Option (Right to Buy) 39.5800 2024-09-09 4 A 0 798173.0000 A 2024-09-09 2026-12-15 Common Stock 798173.0000 798173.0000 D 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. On September 9, 2024, Liberty Media Corporation ("Liberty Media") redeemed (the "Redemption") each outstanding share of Series A Liberty Series A common stock ("LSXMA"), Series B Liberty SiriusXM common stock ("LSXMB") and Series C Liberty Sirius XM common stock ("LSXMK" and together with LSXMA and LSXMB, the "Liberty SiriusXM common stock") in exchange for 0.83750 (the "Exchange Ratio") shares of common stock, par value $0.001 pers share, of Liberty Sirius XM Holdings Inc. New Sirius XM, with cash being paid to entitled record holders of Liberty SiriusXM common stock in lieu of any fractional shares of common stock of New Sirius XM. Amounts include former restricted stock units associated with shares of common stock of New Sirius XM received in exchange for restricted stock units associated with Liberty SIriusXM common stock received in the Redemption. Represents the number of shares of common stock beneficially owned following the transactions described herein. 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. 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 2024-09-11