SEC Form 4 · accession 0001225208-18-002144
SIRIUS XM HOLDINGS INC. · (SIRI)
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas D Barry
Officer — Senior VP & Controller
Period of report
Feb 1, 2018
Accepted (ET)
Feb 5, 2018 · 4:15 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 | Feb 1, 2018 | M | 340,330 | $3.3699 | A | 551,815 | D | |
| Common StockF1 | Feb 1, 2018 | A | 238,815 | $0.00 | A | 790,630 | D | |
| Common Stock | Feb 1, 2018 | M | 108,580 | $3.61 | A | 899,210 | D | |
| Common StockF2 | Feb 1, 2018 | A | 57,285 | $0.00 | A | 956,495 | D | |
| Common StockF3 | Feb 1, 2018 | S | 175,777 | $6.1082 | D | 780,718 | D | |
| Common StockF4 | Feb 1, 2018 | F | 345,815 | $6.11 | D | 434,903 | D | |
| Common Stock | holding | — | — | — | 14,168 | 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)F5 | $6.11 | Feb 1, 2018 | A | 317,025 | A | Feb 1, 2019 | Feb 1, 2028 | Common Stock | 317,025 | 317,025 | D |
| Stock Option (Right to Buy) | $3.3699 | Feb 1, 2018 | M | 340,330 | D | Aug 5, 2015 | Aug 5, 2024 | Common Stock | 340,330 | 170,165 | D |
| Stock Option (Right to Buy) | $3.61 | Feb 1, 2018 | M | 108,580 | D | Aug 19, 2014 | Aug 18, 2023 | Common Stock | 108,580 | 0 | D |
Explanation of responses
- F1Represents shares of common stock underlying an August 5, 2016 grant of performance-based restricted stock units upon the satisfaction of the applicable performance criteria. Such performance-based restricted stock units shall vest on August 5, 2019, subject to the reporting person's continuing employment with Sirius XM.
- F2Approximately one-third of restricted stock units will vest on each of 2/1/19, 2/1/20 and 2/1/21.
- F3Represents the weighted average sales price for the price increments ranging from $6.10 to $6.12. 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.
- F5Approximately one-third of options will vest on each of 2/1/19; 2/1/20 and 2/1/21.