Brian J. Wendling - 09 Sep 2024 Form 4 Insider Report for Liberty Sirius XM Holdings Inc.

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
11 Sep 2024, 16:53:58 UTC
Prior SEC filing
30 Aug 2024
Next SEC filing
23 Sep 2024
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Brian J. Wendling

Key filing fact

Brian J. Wendling filed Form 4 for Liberty Sirius XM Holdings Inc. on 11 Sep 2024.

Key facts

  • This page summarizes Brian J. Wendling's Form 4 filing for Liberty Sirius XM Holdings Inc..
  • 2 reported transactions and 1 derivative row are listed below.
  • Accepted by SEC: 11 Sep 2024, 16:53.

Change

  • Previous filing in this sequence was filed on 30 Aug 2024.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

No ticker transaction

Common Stock

Other

Transaction value
$0
Shares
+58,376
Change %
Price
$0.000000
Shares after
58,376
Date
09 Sep 2024
Ownership
Direct
Footnotes
F1

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

No ticker transaction Derivative

Stock Option (Right to Buy)

Other

Transaction value
Shares
+29,600
Change %
Price
Shares after
29,600
Date
09 Sep 2024
Ownership
Direct
Underlying class
Common Stock
Underlying amount
29,600
Exercise price
$35.38
Footnotes
F2, F3, F4
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Brian J. Wendling is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 4 footnotes

Footnote 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").

Footnote 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.

Footnote 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.

Footnote F4

Each Issuer Stock Option is fully vested and is exercisable immediately.

SEC remarks

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.

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