Patrick L. Donnelly - Sep 9, 2024 Form 4 Insider Report for SIRIUS XM HOLDINGS INC. ((SIRI))

Role
EVP, General Counsel & Sec.
Signature
/s/ Patrick L Donnelly
Stock symbol
(SIRI)
Transactions as of
Sep 9, 2024
Transactions value $
$0
Form type
4
Date filed
9/11/2024, 08:42 PM
Previous filing
Aug 28, 2024
Next filing
Nov 25, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction (SIRI) Common Stock Award $0 +56.8K +10% $0.00 625K Sep 9, 2024 Direct F1
transaction (SIRI) Common Stock Disposed to Issuer $0 -568K -90.91% $0.00 56.8K Sep 9, 2024 Direct F1, F2
holding (SIRI) Common Stock 5.71K Sep 9, 2024 By 401(k) Plan

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) Award +170K 170K Sep 9, 2024 Common Stock 170K $64.30 Direct F3, F4
transaction (SIRI) Stock Option (Right to Buy) Award +146K 146K Sep 9, 2024 Common Stock 146K $65.55 Direct F3
transaction (SIRI) Stock Option (Right to Buy) Disposed to Issuer -1.7M -100% 0 Sep 9, 2024 Common Stock 1.7M $6.43 Direct F3
transaction (SIRI) Stock Option (Right to Buy) Disposed to Issuer -1.46M -100% 0 Sep 9, 2024 Common Stock 1.46M $6.56 Direct F3
* 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 Represents the number of shares of common stock beneficially owned following the transactions described herein.
F3 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.
F4 84,876 options vest on 1/2/2025.