GREGORY B. MAFFEI - 09 Sep 2024 Form 4 Insider Report for SIRIUS XM HOLDINGS INC. ((SIRI))

Role
Director
Signature
/s/Patrick L. Donnelly, attorney in fact
Issuer symbol
(SIRI)
Transactions as of
09 Sep 2024
Transactions value $
$0
Form type
4
Filing time
11 Sep 2024, 20:42:21 UTC
Previous filing
30 Aug 2024
Next filing
25 Nov 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction (SIRI) Common Stock Award $0 +75,950 +10% $0 835,463 09 Sep 2024 Direct F1
transaction (SIRI) Common Stock Other $0 +4,706,435 +563% $0 5,541,898 09 Sep 2024 Direct F2
transaction (SIRI) Common Stock Disposed to Issuer $0 -759,513 -14% $0 4,782,385 09 Sep 2024 Direct F1, F3
transaction (SIRI) Common Stock Other $0 +520,840 $0 520,840 09 Sep 2024 By GRAT F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction (SIRI) Stock Option (Right to Buy) Disposed to Issuer -36,600 -100% 0 09 Sep 2024 Common Stock 36,600 $4.61 Direct F4
transaction (SIRI) Stock Option (Right to Buy) Disposed to Issuer -76,100 -100% 0 09 Sep 2024 Common Stock 76,100 $3.65 Direct F4
transaction (SIRI) Stock Option (Right to Buy) Disposed to Issuer -79,500 -100% 0 09 Sep 2024 Common Stock 79,500 $3.71 Direct F4
transaction (SIRI) Stock Option (Right to Buy) Disposed to Issuer -24,700 -100% 0 09 Sep 2024 Common Stock 24,700 $6.81 Direct F4
transaction (SIRI) Stock Option (Right to Buy) Award +319,878 319,878 09 Sep 2024 Common Stock 319,878 $26.2 Direct F5
transaction (SIRI) Stock Option (Right to Buy) Award +545,029 545,029 09 Sep 2024 Common Stock 545,029 $35.69 Direct F5
transaction (SIRI) Stock Option (Right to Buy) Award +422,677 422,677 09 Sep 2024 Common Stock 422,677 $34.05 Direct F5
transaction (SIRI) Stock Option (Right to Buy) Award +182,807 182,807 09 Sep 2024 Common Stock 182,807 $37.63 Direct F5
transaction (SIRI) Stock Option (Right to Buy) Award +220,906 220,906 09 Sep 2024 Common Stock 220,906 $38.08 Direct F5
transaction (SIRI) Stock Option (Right to Buy) Award +333,882 333,882 09 Sep 2024 Common Stock 333,882 $33.49 Direct F5
transaction (SIRI) Stock Option (Right to Buy) Award +3,660 3,660 09 Sep 2024 Common Stock 3,660 $46.1 Direct F4
transaction (SIRI) Stock Option (Right to Buy) Award +7,610 7,610 09 Sep 2024 Common Stock 7,610 $36.5 Direct F4
transaction (SIRI) Stock Option (Right to Buy) Award +7,950 7,950 09 Sep 2024 Common Stock 7,950 $37.1 Direct F4
transaction (SIRI) Stock Option (Right to Buy) Award +2,470 2,470 09 Sep 2024 Common Stock 2,470 $68.1 Direct F4
transaction (SIRI) Stock Option (Right to Buy) Award +572,906 572,906 09 Sep 2024 Common Stock 572,906 $35.38 Direct F5
transaction (SIRI) Stock Option (Right to Buy) Award +798,173 798,173 09 Sep 2024 Common Stock 798,173 $39.58 Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 Represents the number of shares of common stock beneficially owned following the transactions described herein.
F4 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.
F5 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.