Liberty Media Corp - Mar 8, 2023 Form 4 Insider Report for SIRIUS XM HOLDINGS INC. (SIRI)

Role
Director, 10%+ Owner
Signature
Liberty Media Corporation By: /s/ Brittany A. Uthoff Title: Vice President
Stock symbol
SIRI
Transactions as of
Mar 8, 2023
Transactions value $
$115,948,000
Form type
4
Date filed
3/10/2023, 08:17 PM
Previous filing
Nov 30, 2021
Next filing
Apr 7, 2023

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 2.125% Exch. Sr. Debentures due 2048 (obligation to sell) Purchase $116M $284M Mar 8, 2023 Common Stock 14.5M Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each $1,000 original principal amount of 2.125% exchangeable senior debentures due 2048 (the "Debentures") is exchangeable for 124.6922 shares of the issuer's common stock, par value $0.001 per share (the "Common Stock"), settled only in cash based on the value of the shares of Common Stock.
F2 Each Debenture is exchangeable at the option of the holder during specified periods as set forth in the Remarks section. Holders of the Debentures may put them to the reporting person on April 7, 2023, or prior thereto following the occurrence of a "fundamental change," and the Debentures may be redeemed by the reporting person, (i) in whole or in part, on or after April 7, 2023 at any time, or (ii) in whole, but not in part, prior to April 7, 2023, after the occurrence of certain conditions or events.
F3 On March 8, 2023, the reporting person repurchased, in cash, $115,948,000 aggregate original principal amount of the Debentures. Holders of the Debentures received payment of $967.15 for each $1,000 original principal amount of the Debentures accepted for purchase, plus accrued and unpaid interest.

Remarks:

Each Debenture is exchangeable at the option of the holder, subject to certain terms and conditions, during specified periods after: (i) the market value of the underlying Common Stock exceeds 130% of the principal amount of the Debenture; (ii) the trading price of a Debenture is less than 98% of the market value of the underlying Common Stock; (iii) the occurrence of a "fundamental change" or a "make-whole fundamental change" with respect to a significant reference company; (iv) the Debenture is called for redemption; (v) the reporting person elects to transfer its obligations under the Debentures and the indenture governing the Debentures to a "qualified successor entity" and the reporting person does not provide an irrevocable, full and unconditional guarantee of the "qualified successor entity's" payment obligations thereunder; and (vi) the issuer of the Common Stock declares or makes a dividend or distribution that, pursuant to the terms of the Debentures, would reduce the principal amount of the Debentures to $0.00 or such principal amount is otherwise reduced to $0.00. The Debentures are also exchangeable at any time during the period commencing on January 1, 2023 through the close of business on the second scheduled trading day immediately preceding April 7, 2023, and during the period commencing on January 1, 2048 through the close of business on the second scheduled trading day immediately preceding the maturity date of the Debentures.