Gregory B. Maffei - Sep 9, 2024 Form 4 Insider Report for SIRIUS XM HOLDINGS INC. ((SIRI))

Role
Director
Signature
/s/Patrick L. Donnelly, attorney in fact
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 30, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction (SIRI) Common Stock Award $0 +76K +10% $0.00 835K Sep 9, 2024 Direct F1
transaction (SIRI) Common Stock Other $0 +4.71M +563.33% $0.00 5.54M Sep 9, 2024 Direct F2
transaction (SIRI) Common Stock Disposed to Issuer $0 -760K -13.7% $0.00 4.78M Sep 9, 2024 Direct F1, F3
transaction (SIRI) Common Stock Other $0 +521K $0.00 521K Sep 9, 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 -36.6K -100% 0 Sep 9, 2024 Common Stock 36.6K $4.61 Direct F4
transaction (SIRI) Stock Option (Right to Buy) Disposed to Issuer -76.1K -100% 0 Sep 9, 2024 Common Stock 76.1K $3.65 Direct F4
transaction (SIRI) Stock Option (Right to Buy) Disposed to Issuer -79.5K -100% 0 Sep 9, 2024 Common Stock 79.5K $3.71 Direct F4
transaction (SIRI) Stock Option (Right to Buy) Disposed to Issuer -24.7K -100% 0 Sep 9, 2024 Common Stock 24.7K $6.81 Direct F4
transaction (SIRI) Stock Option (Right to Buy) Award +320K 320K Sep 9, 2024 Common Stock 320K $26.20 Direct F5
transaction (SIRI) Stock Option (Right to Buy) Award +545K 545K Sep 9, 2024 Common Stock 545K $35.69 Direct F5
transaction (SIRI) Stock Option (Right to Buy) Award +423K 423K Sep 9, 2024 Common Stock 423K $34.05 Direct F5
transaction (SIRI) Stock Option (Right to Buy) Award +183K 183K Sep 9, 2024 Common Stock 183K $37.63 Direct F5
transaction (SIRI) Stock Option (Right to Buy) Award +221K 221K Sep 9, 2024 Common Stock 221K $38.08 Direct F5
transaction (SIRI) Stock Option (Right to Buy) Award +334K 334K Sep 9, 2024 Common Stock 334K $33.49 Direct F5
transaction (SIRI) Stock Option (Right to Buy) Award +3.66K 3.66K Sep 9, 2024 Common Stock 3.66K $46.10 Direct F4
transaction (SIRI) Stock Option (Right to Buy) Award +7.61K 7.61K Sep 9, 2024 Common Stock 7.61K $36.50 Direct F4
transaction (SIRI) Stock Option (Right to Buy) Award +7.95K 7.95K Sep 9, 2024 Common Stock 7.95K $37.10 Direct F4
transaction (SIRI) Stock Option (Right to Buy) Award +2.47K 2.47K Sep 9, 2024 Common Stock 2.47K $68.10 Direct F4
transaction (SIRI) Stock Option (Right to Buy) Award +573K 573K Sep 9, 2024 Common Stock 573K $35.38 Direct F5
transaction (SIRI) Stock Option (Right to Buy) Award +798K 798K Sep 9, 2024 Common Stock 798K $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.