Liberty Sirius XM Holdings Inc. - Sep 9, 2024 Form 3 Insider Report for SIRIUS XM HOLDINGS INC. (SIRI)

Role
Director, 10%+ Owner
Signature
Liberty Sirius XM Holdings Inc. By: /s/ Patrick L. Donnelly Title: Executive Vice President, General Counsel and Secretary
Stock symbol
SIRI
Transactions as of
Sep 9, 2024
Transactions value $
$0
Form type
3
Date filed
9/9/2024, 06:16 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding SIRI Common Stock 3.21B Sep 9, 2024 Held through wholly-owned subsidiaries

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
holding SIRI 2.75% Exch. Sr. Debentures due 2049 (obligation to sell) Sep 9, 2024 Common Stock 70M Direct F1, F2, F3, F4
* 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 2.75% Exchangeable Senior Debentures due 2049 (the "Debentures") is exchangeable for the cash equivalent of 116.0227 shares of the common stock, par value $0.001 per share (the "Common Stock") of Sirius XM Holdings Inc. (the "Issuer") as determined in the manner set forth in the indenture governing the Debentures.
F2 70,048,705 shares of Common Stock initially underlie the $603,750,000 original principal amount of the Debentures. The original principal amount of the Debentures was reduced to an adjusted principal amount of $585,123,865.78 as of September 9, 2024 as a result of (i) an extraordinary additional distribution, (ii) excess regular cash dividends and (iii) rate maintaining adjustments made to maintain a 2.75% fixed interest rate on the adjusted principal amount of the Debentures.
F3 Each Debenture is exchangeable at the option of the holder during specified periods. Holders of the Debentures may put them to the Reporting Person on December 1, 2024, 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 December 1, 2024 at any time, or (ii) in whole, but not in part, prior to December 1, 2024, after the occurrence of certain conditions or events. The redemption of any Debenture by the Reporting Person or a purchase of any Debenture pursuant to a holder's put right, shall be cash settled by the Reporting Person generally for a sum equal to (x) the adjusted principal amount of such Debentures, (y) accrued and unpaid interest on such Debenture and (z) any final period distribution on such Debenture.
F4 (Continued from footnote 3) The Reporting Person elected to treat the Transactions (as defined below) as a "fundamental change" pursuant to the terms of the indenture governing the Debentures.

Remarks:

On September 9, 2024, the transactions contemplated by the Reorganization Agreement, dated as of December 11, 2023, by and among Liberty Media Corporation ("Liberty Media"), the Issuer, and the Reporting Person, as amended to date, were completed (the "Transactions"). As a result of the Transactions, Liberty Media contributed to the Reporting Person, among other assets and liabilities, (i) all of the shares of Common Stock beneficially owned by Liberty Media and (ii) the Debentures. Also as a result of the Transactions, Liberty Media redeemed each share of its Series A Liberty SiriusXM common stock ("LSXMA"), Series B Liberty SiriusXM common stock ("LSXMB") and Series C Liberty SiriusXM common stock ("LSXMK") for 0.8375 of a share of common stock of the Reporting Person, with no shares of LSXMA, LSXMB or LSXMK remaining outstanding and with cash (without interest) paid in lieu of any fractional shares of common stock of the Reporting Person, after aggregating all shares of common stock of the Reporting Person issuable by series of LSXMA, LSXMB and LSXMK. As a result of the Transactions, including such contribution by Liberty Media to the Reporting Person of all of the shares of Common Stock beneficially owned by Liberty Media and Debentures reported herein, (i) the Reporting Person was split-off from Liberty Media and Liberty Media ceased to have an equity interest in the Reporting Person, and (ii) the Reporting Person now has an equity interest in the Issuer and therefore the Reporting Person is subject to the obligations of Section 16 of the Exchange Act with respect to the Issuer.