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*
MAFFEI GREGORY B
(Last) (First) (Middle)
1221 AVENUE OF THE AMERICAS
(Street)
NEW YORK NY 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)
Code V Amount (A) or (D) Price
Common Stock(1) 09/09/2024 A(1) 75,950 A $0(1) 835,463 D
Common Stock(2) 09/09/2024 J V 4,706,435 A $0(2) 5,541,898 D
Common Stock(1) 09/09/2024 D(1) 759,513 D $0(1) 4,782,385(3) D
Common Stock(2) 09/09/2024 J V 520,840 A $0(2) 520,840 I By GRAT
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
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) $26.2 09/09/2024 A(5) 319,878 09/09/2024 03/03/2030 Common Stock 319,878 (5) 319,878 D
Stock Option (Right to Buy) $35.69 09/09/2024 A(5) 545,029 09/09/2024 03/05/2025 Common Stock 545,029 (5) 545,029 D
Stock Option (Right to Buy) $34.05 09/09/2024 A(5) 422,677 09/09/2024 03/06/2026 Common Stock 422,677 (5) 422,677 D
Stock Option (Right to Buy) $37.63 09/09/2024 A(5) 182,807 09/09/2024 03/09/2029 Common Stock 182,807 (5) 182,807 D
Stock Option (Right to Buy) $38.08 09/09/2024 A(5) 220,906 09/09/2024 03/10/2028 Common Stock 220,906 (5) 220,906 D
Stock Option (Right to Buy) $33.49 09/09/2024 A(5) 333,882 09/09/2024 03/11/2027 Common Stock 333,882 (5) 333,882 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) $35.38 09/09/2024 A(5) 572,906 09/09/2024 12/10/2027 Common Stock 572,906 (5) 572,906 D
Stock Option (Right to Buy) $39.58 09/09/2024 A(5) 798,173 09/09/2024 12/15/2026 Common Stock 798,173 (5) 798,173 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. 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.
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.
* 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 Number.
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