| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | NONE | Common Stock | Other | $0 | +58.4K | $0.00 | 58.4K | Sep 9, 2024 | Direct | F1 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | NONE | Stock Option (Right to Buy) | Other | +29.6K | 29.6K | Sep 9, 2024 | Common Stock | 29.6K | $35.38 | Direct | F2, F3, F4 |
Brian J. Wendling is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | On September 9, 2024, Liberty Media Corporation ("Liberty Media") redeemed (the "Redemption") each share of its Series A Liberty SiriusXM common stock, Series B Liberty SiriusXM common stock and Series C Liberty SiriusXM common stock for 0.8375 of a share of common stock (the "Common Stock") of Liberty Sirius XM Holdings Inc. (the "Issuer") (such exchange ratio, the "Exchange Ratio"), with cash (without interest) paid in lieu of any fractional shares of Common Stock, after aggregating all shares of Common Stock issuable by series of Liberty SiriusXM common stock. Such transactions were approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). |
| F2 | In connection with the Redemption, all stock options held by the Reporting Person with respect to Liberty Media's Liberty SiriusXM common stock (each, a "Liberty SiriusXM Option") were adjusted pursuant to the anti-dilution provisions of the incentive plan under which the Liberty SiriusXM Options were granted, such that each Liberty SiriusXM Option was exchanged for an option to purchase the relevant number of shares of Common Stock (each, an "Issuer Stock Option") equal to the product of (i) the Exchange Ratio multiplied by (ii) the number of shares of Liberty SiriusXM common stock subject to the Liberty SiriusXM Option immediately prior to the effective time of the Redemption, rounded down to the nearest whole share. |
| F3 | (Continued from footnote 2) The per share exercise price for such Issuer Stock Options is equal to the quotient of (x) the exercise price per share of the Liberty SiriusXM Option immediately prior to the effective time of the Redemption divided by (y) the Exchange Ratio, with the result rounded up to the nearest whole cent. The adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Exchange Act. |
| F4 | Each Issuer Stock Option is fully vested and is exercisable immediately. |
Following the Redemption but immediately prior to the effective time of the merger of a wholly owned subsidiary of the Issuer with and into Sirius XM Holdings Inc., the Reporting Person was removed as an officer of the Issuer and therefore ceased to be subject to the obligations of Section 16 of the Exchange Act with respect to the Issuer.