SEC Form 4 · accession 0001225208-18-009204
SIRIUS XM HOLDINGS INC. · (SIRI)
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David J Frear
Officer — Senior EVP and CFO
Period of report
May 10, 2018
Accepted (ET)
May 11, 2018 · 6:41 pm EDT
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 | May 10, 2018 | M | 2,000,000 | $3.95 | A | 2,008,371 | D | |
| Common Stock | May 10, 2018 | M | 750,000 | $2.13 | A | 2,758,371 | D | |
| Common StockF1 | May 10, 2018 | S | 704,561 | $6.8415 | D | 2,053,810 | D | |
| Common StockF2 | May 10, 2018 | F | 2,045,439 | $6.86 | D | 8,371 | D | |
| Common Stock | holding | — | — | — | 87,282 | I | By 401(k) Plan | |
| Common Stock | holding | — | — | — | 1,900 | I | By Spouse |
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) | $3.95 | May 10, 2018 | M | 2,000,000 | D | Jul 2, 2016 | Jul 2, 2025 | Common Stock | 2,000,000 | 11,250,000 | D |
| Stock Option (Right to Buy) | $2.13 | May 10, 2018 | M | 750,000 | D | Jul 21, 2012 | Jul 21, 2021 | Common Stock | 750,000 | 0 | D |
Explanation of responses
- F1Represents the weighted average sales price for the price increments ranging from $6.80 to $6.86. 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.
- F2Represents the exercise price of the stock options 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.