SEC Form 4 · accession 0001225208-17-018584
SIRIUS XM HOLDINGS INC. · (SIRI)
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James E Meyer
Officer — Chief Executive Officer · Director
Period of report
Dec 11, 2017
Accepted (ET)
Dec 13, 2017 · 4:06 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000908937
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Dec 7, 2017 | G | 535,500 | $0.00 | D | 3,377,085 | D | |
| Common Stock | Dec 7, 2017 | G | 535,500 | $0.00 | D | 2,841,585 | D | |
| Common Stock | Dec 12, 2017 | M | 707,000 | $2.82 | A | 3,548,585 | D | |
| Common StockF3 | Dec 12, 2017 | S | 172,704 | $5.68 | D | 3,375,881 | D | |
| Common StockF4 | Dec 12, 2017 | F | 534,296 | $5.69 | D | 2,841,585 | D | |
| Common Stock | Dec 7, 2017 | J | 535,500 | $0.00 | A | 535,500 | I | By Crat |
| Common StockF6,F7 | Dec 11, 2017 | S | 535,500 | $5.643 | D | 0 | I | By Crat |
| Common Stock | holding | — | — | — | 5,397 | I | By 401(k) Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F8 | $2.82 | Dec 12, 2017 | M | 707,000 | D | Jan 23, 2009 | Jan 23, 2018 | Common Stock | 707,000 | 0 | D |
Explanation of responses
- F1On December 7, 2017, Mr. Meyer contributed 535,500 shares of Sirius XM Holdings Inc. (the "Company") common stock to The Nina and James Meyer Foundation.
- F2On December 7, 2017, Mr. Meyer contributed 535,500 shares of Sirius XM Holdings Inc. (the "Company") common stock to a Charitable Remainder Annuity Trust (the "Trust") of which Mr. Meyer is a trustee and of which he and his wife are beneficiaries. Mr. Meyer continues to report beneficial ownership of all of the Company's common stock held by the Trust but disclaims beneficial ownership except to the extent of his pecuniary interest therein.
- F3Represents the weighted average sales price for the price increments ranging from $5.68 to $5.6825. The Reporting Person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
- F4Represents the exercise price of the stock option referenced in Table II and associated taxes which was paid by way of the withholding by the Company of shares with a value equal to the exercise price and such taxes.
- F5On December 7, 2017, Mr. Meyer contributed 535,500 shares of Sirius XM Holdings Inc. (the "Company") common stock to a Charitable Remainder Annuity Trust (the "Trust") of which Mr. Meyer is a trustee and of which he and his wife are beneficiaries. Mr. Meyer continues to report beneficial ownership of all of the Company's common stock held by the Trust but disclaims beneficial ownership accept to the extent of his pecuniary interest therein.
- F6On December 11, 2017, the Trust sold 535,500 shares of the Company's common stock.
- F7Represents the weighted average sales price for the price increments ranging from $5.62 to $5.6650. The Reporting Person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
- F8Represents the exercise and sale of options expiring in January 2018.