Form 4 for SIRI SIRIUS XM HOLDINGS INC.
Accepted 2024-09-11 00:00:00 ET · period of report 2024-09-09 · accession 0001225208-24-008616 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2024-09-11 | 2024-09-09 | SIRI | BARRY THOMAS D | EVP, CFO | D - Sale to Iss | $0.00 | -620.1K | 62.0K | -91% | $0 |
| D | 2024-09-11 | 2024-09-09 | SIRI | BARRY THOMAS D | EVP, CFO | A - Grant | $0.00 | +62.0K | 682.2K | +10% | $0 |
| DM | 2024-09-11 | 2024-09-09 | SIRI | BARRY THOMAS D | EVP, CFO | D - Sale to Iss | — | -2.11M | 0 | -100% | — |
| DM | 2024-09-11 | 2024-09-09 | SIRI | BARRY THOMAS D | EVP, CFO | A - Grant | — | +210.5K | 21.8K | New | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2024-09-09 | D | D | 620,146 | $0.00 | 62,014 | D | — | — | (F1) Represents disposition of common stock of Sirius XM Holdings Inc. ("Old Sirius XM") and acquisition of common stock of Liberty Sirius XM Holdings Inc. ("New Sirius XM") at an exchange rate of ten (10) shares of Old Sirius XM common stock to one (1) New Sirius XM share of common stock, rounded down to the nearest whole share, in connection with the September 9, 2024 merger of Radio Merger Sub, LLC with and into Old Sirius XM, with Old Sirius XM continuing as the surviving company (the "Merger") pursuant to the Agreement and Plan of Merger, dated as of December 11, 2023, as amended (the "Merger Agreement"). Includes the disposition of restricted stock units associated with shares of common stock of Old Sirius XM and acquisition of restricted stock units associated with shares of common stock of New Sirius XM in connection with the Merger. Following the closing of the Merger, New Sirius XM changed its name to Sirius XM Holdings Inc and Old Sirius XM changed its name to Sirius XM Inc. (F2) Represents the number of shares of common stock beneficially owned following the transactions described herein. |
| 2 | Common | Common Stock | 2024-09-09 | A | A | 62,014 | $0.00 | 682,160 | D | — | — | (F1) Represents disposition of common stock of Sirius XM Holdings Inc. ("Old Sirius XM") and acquisition of common stock of Liberty Sirius XM Holdings Inc. ("New Sirius XM") at an exchange rate of ten (10) shares of Old Sirius XM common stock to one (1) New Sirius XM share of common stock, rounded down to the nearest whole share, in connection with the September 9, 2024 merger of Radio Merger Sub, LLC with and into Old Sirius XM, with Old Sirius XM continuing as the surviving company (the "Merger") pursuant to the Agreement and Plan of Merger, dated as of December 11, 2023, as amended (the "Merger Agreement"). Includes the disposition of restricted stock units associated with shares of common stock of Old Sirius XM and acquisition of restricted stock units associated with shares of common stock of New Sirius XM in connection with the Merger. Following the closing of the Merger, New Sirius XM changed its name to Sirius XM Holdings Inc and Old Sirius XM changed its name to Sirius XM Inc. |
| 3 | Derivative | Stock Option (Right to Buy) | 2024-09-09 | D | D | 293,094 | — | 0 | D | $6.43 · 2023-02-02 to 2032-02-02 | 293,094 Common Stock | (F3) Disposition of options to acquire shares of common stock of Old Sirius XM outstanding prior to the closing of the Merger and the acquisition of options to acquire shares of common stock of New Sirius XM in connection with the Merger. Each ten (10) options to acquire shares of common stock of Old Sirius XM resulted in the issuance of one (1) option to acquire shares of common stock of New Sirius XM, rounded down to the nearest whole option. |
| 4 | Derivative | Stock Option (Right to Buy) | 2024-09-09 | A | A | 56,759 | — | 56,759 | D | $51.40 · 2025-02-05 to 2034-02-05 | 56,759 Common Stock | (F3) Disposition of options to acquire shares of common stock of Old Sirius XM outstanding prior to the closing of the Merger and the acquisition of options to acquire shares of common stock of New Sirius XM in connection with the Merger. Each ten (10) options to acquire shares of common stock of Old Sirius XM resulted in the issuance of one (1) option to acquire shares of common stock of New Sirius XM, rounded down to the nearest whole option. (F4) Approximately one-third of options will vest on each of 2/5/25; 2/5/26 and 2/5/27. |
| 5 | Derivative | Stock Option (Right to Buy) | 2024-09-09 | D | D | 567,597 | — | 0 | D | $5.14 · 2025-02-05 to 2034-02-05 | 567,597 Common Stock | (F3) Disposition of options to acquire shares of common stock of Old Sirius XM outstanding prior to the closing of the Merger and the acquisition of options to acquire shares of common stock of New Sirius XM in connection with the Merger. Each ten (10) options to acquire shares of common stock of Old Sirius XM resulted in the issuance of one (1) option to acquire shares of common stock of New Sirius XM, rounded down to the nearest whole option. |
| 6 | Derivative | Stock Option (Right to Buy) | 2024-09-09 | D | D | 300,011 | — | 0 | D | $4.99 · 2024-02-06 to 2033-02-06 | 300,011 Common Stock | (F3) Disposition of options to acquire shares of common stock of Old Sirius XM outstanding prior to the closing of the Merger and the acquisition of options to acquire shares of common stock of New Sirius XM in connection with the Merger. Each ten (10) options to acquire shares of common stock of Old Sirius XM resulted in the issuance of one (1) option to acquire shares of common stock of New Sirius XM, rounded down to the nearest whole option. |
| 7 | Derivative | Stock Option (Right to Buy) | 2024-09-09 | A | A | 30,001 | — | 30,001 | D | $49.90 · 2025-02-06 to 2033-02-06 | 30,001 Common Stock | (F3) Disposition of options to acquire shares of common stock of Old Sirius XM outstanding prior to the closing of the Merger and the acquisition of options to acquire shares of common stock of New Sirius XM in connection with the Merger. Each ten (10) options to acquire shares of common stock of Old Sirius XM resulted in the issuance of one (1) option to acquire shares of common stock of New Sirius XM, rounded down to the nearest whole option. (F5) Options vest: 10,000 on 2/6/25 and 10,001 on 2/6/26. |
| 8 | Derivative | Stock Option (Right to Buy) | 2024-09-09 | A | A | 41,768 | — | 41,768 | D | $36.80 · 2024-09-09 to 2033-05-02 | 41,768 Common Stock | (F3) Disposition of options to acquire shares of common stock of Old Sirius XM outstanding prior to the closing of the Merger and the acquisition of options to acquire shares of common stock of New Sirius XM in connection with the Merger. Each ten (10) options to acquire shares of common stock of Old Sirius XM resulted in the issuance of one (1) option to acquire shares of common stock of New Sirius XM, rounded down to the nearest whole option. (F7) Options vest: 13,922 on 5/2/2025 and 13,924 on 5/2/2026. |
| 9 | Derivative | Stock Option (Right to Buy) | 2024-09-09 | D | D | 217,530 | — | 0 | D | $5.74 · 2022-02-16 to 2031-02-16 | 217,530 Common Stock | (F3) Disposition of options to acquire shares of common stock of Old Sirius XM outstanding prior to the closing of the Merger and the acquisition of options to acquire shares of common stock of New Sirius XM in connection with the Merger. Each ten (10) options to acquire shares of common stock of Old Sirius XM resulted in the issuance of one (1) option to acquire shares of common stock of New Sirius XM, rounded down to the nearest whole option. |
| 10 | Derivative | Stock Option (Right to Buy) | 2024-09-09 | D | D | 417,683 | — | 0 | D | $3.68 · 2024-05-02 to 2033-05-02 | 417,683 Common Stock | (F3) Disposition of options to acquire shares of common stock of Old Sirius XM outstanding prior to the closing of the Merger and the acquisition of options to acquire shares of common stock of New Sirius XM in connection with the Merger. Each ten (10) options to acquire shares of common stock of Old Sirius XM resulted in the issuance of one (1) option to acquire shares of common stock of New Sirius XM, rounded down to the nearest whole option. |
| 11 | Derivative | Stock Option (Right to Buy) | 2024-09-09 | A | A | 29,309 | — | 29,309 | D | $64.30 · 2024-09-09 to 2032-02-02 | 29,309 Common Stock | (F3) Disposition of options to acquire shares of common stock of Old Sirius XM outstanding prior to the closing of the Merger and the acquisition of options to acquire shares of common stock of New Sirius XM in connection with the Merger. Each ten (10) options to acquire shares of common stock of Old Sirius XM resulted in the issuance of one (1) option to acquire shares of common stock of New Sirius XM, rounded down to the nearest whole option. (F6) Options vest: 9,771 on 2/2/2025. |
| 12 | Derivative | Stock Option (Right to Buy) | 2024-09-09 | A | A | 30,954 | — | 30,954 | D | $69.50 · 2024-09-09 to 2030-02-10 | 30,954 Common Stock | (F3) Disposition of options to acquire shares of common stock of Old Sirius XM outstanding prior to the closing of the Merger and the acquisition of options to acquire shares of common stock of New Sirius XM in connection with the Merger. Each ten (10) options to acquire shares of common stock of Old Sirius XM resulted in the issuance of one (1) option to acquire shares of common stock of New Sirius XM, rounded down to the nearest whole option. |
| 13 | Derivative | Stock Option (Right to Buy) | 2024-09-09 | A | A | 21,753 | — | 21,753 | D | $57.40 · 2024-09-09 to 2031-02-16 | 21,753 Common Stock | (F3) Disposition of options to acquire shares of common stock of Old Sirius XM outstanding prior to the closing of the Merger and the acquisition of options to acquire shares of common stock of New Sirius XM in connection with the Merger. Each ten (10) options to acquire shares of common stock of Old Sirius XM resulted in the issuance of one (1) option to acquire shares of common stock of New Sirius XM, rounded down to the nearest whole option. |
| 14 | Derivative | Stock Option (Right to Buy) | 2024-09-09 | D | D | 309,543 | — | 0 | D | $6.95 · 2021-02-10 to 2030-02-10 | 309,543 Common Stock | (F3) Disposition of options to acquire shares of common stock of Old Sirius XM outstanding prior to the closing of the Merger and the acquisition of options to acquire shares of common stock of New Sirius XM in connection with the Merger. Each ten (10) options to acquire shares of common stock of Old Sirius XM resulted in the issuance of one (1) option to acquire shares of common stock of New Sirius XM, rounded down to the nearest whole option. |