SEC Form 4 · accession 0001225208-19-001792
SIRIUS XM HOLDINGS INC. · (SIRI)
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stephen Cook
Officer — EVP, Sales and Automotive
Period of report
Feb 1, 2019
Accepted (ET)
Feb 5, 2019 · 4:16 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 StockF1 | Feb 1, 2019 | A | 94,065 | $0.00 | A | 1,445,007 | D | |
| Common StockF2 | Feb 1, 2019 | F | 14,388 | $5.83 | D | 1,430,619 | D | |
| Common Stock | Feb 5, 2019 | M | 100,000 | $1.64 | A | 1,530,619 | D | |
| Common Stock | Feb 5, 2019 | M | 50,000 | $2.48 | A | 1,580,619 | D | |
| Common StockF3 | Feb 5, 2019 | F | 30,094 | $6.10 | D | 1,550,525 | D | |
| Common StockF4 | Feb 5, 2019 | S | 56,118 | $6.1323 | D | 1,494,407 | D | |
| Common StockF3 | Feb 5, 2019 | F | 63,788 | $6.15 | D | 1,430,619 | D | |
| Common Stock | holding | — | — | — | 11,055 | 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 | $5.98 | Feb 1, 2019 | A | 461,670 | A | Feb 1, 2020 | Feb 1, 2029 | Common Stock | 461,670 | 461,670 | D |
| Stock Option (Right to Buy) | $2.48 | Feb 5, 2019 | M | 50,000 | D | Aug 14, 2013 | Aug 14, 2022 | Common Stock | 50,000 | 800,000 | D |
| Stock Option (Right to Buy) | $1.64 | Feb 5, 2019 | M | 100,000 | D | Aug 23, 2012 | Aug 23, 2021 | Common Stock | 100,000 | 0 | D |
Explanation of responses
- F1Approximately one-third of restricted stock units will vest on each of 2/1/20; 2/1/21 and 2/1/22.
- F2Represents the surrender of common stock to the Company to cover withholding taxes upon the vesting of restricted stock units.
- F3Represents 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.
- F4Represents the weighted average sales price for the price increments ranging from $6.10 to $6.15. 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.
- F5Approximately one-third of options will vest on each of 2/1/20; 2/1/21 and 2/1/22.