Witz Jennifer C 4

Accession 0001225208-24-008619

CIK 0000908937other

View on SEC.gov Company Profile

Filed

Sep 10, 8:00 PM ET

Accepted

Sep 11, 8:42 PM ET

Size

30.3 KB

Accession

0001225208-24-008619

Insider Transaction Report

Form 4

Period: 2024-09-09

SIRIUS XM HOLDINGS INC.(SIRI)

Witz Jennifer C

DirectorCEO

Transactions

Disposition to Issuer
Common Stock
2024-09-09−2,808,790→ 264,143 total
Award
Common Stock
2024-09-09+264,143→ 3,072,933 total
Disposition to Issuer
Stock Option (Right to Buy)
2024-09-09−2,277,882→ 0 total
Exercise: $5.78From: 2020-03-05Exp: 2029-03-05→ Common Stock (2,277,882 underlying)
Award
Stock Option (Right to Buy)
2024-09-09+1,070,325→ 1,070,325 total
Exercise: $51.40From: 2024-12-31Exp: 2034-02-05→ Common Stock (1,070,325 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2024-09-09−566,097→ 0 total
Exercise: $5.86From: 2019-02-01Exp: 2028-02-01→ Common Stock (566,097 underlying)
Award
Stock Option (Right to Buy)
2024-09-09+56,609→ 56,609 total
Exercise: $58.60From: 2024-09-09Exp: 2028-02-01→ Common Stock (56,609 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2024-09-09−6,500,536→ 0 total
Exercise: $5.93From: 2021-12-31Exp: 2031-02-03→ Common Stock (6,500,536 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2024-09-09−10,703,256→ 0 total
Exercise: $5.14From: 2024-12-31Exp: 2034-02-05→ Common Stock (10,703,256 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2024-09-09−563,875→ 0 total
Exercise: $5.27From: 2018-08-21Exp: 2027-08-21→ Common Stock (563,875 underlying)
Award
Stock Option (Right to Buy)
2024-09-09+56,387→ 56,387 total
Exercise: $52.70From: 2024-09-09Exp: 2027-08-21→ Common Stock (56,387 underlying)
Award
Stock Option (Right to Buy)
2024-09-09+65,053→ 65,053 total
Exercise: $59.30From: 2024-09-09Exp: 2031-02-03→ Common Stock (65,053 underlying)
Award
Stock Option (Right to Buy)
2024-09-09+227,788→ 227,788 total
Exercise: $57.80From: 2024-09-09Exp: 2029-03-05→ Common Stock (227,788 underlying)

Holdings

Common Stock
(indirect: By 401(k))
1,139

Footnotes (5)

[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]Ms. Witz was subject to the filing requirements under Section 16(a) of the Securities Exchange Act of 1934 while serving as an officer and/or director of Old Sirius XM since 2017. In the course of preparing this Form 4, the Issuer was unable to reconcile the reports filed by Ms. Witz under Section 16(a) with respect to Old Sirius XM with the information, including bank and brokerage account statements, provided by Ms. WItz. The Issuer believes that Ms Witz's ownership in new Old Sirius XM, as reported under Section 16(a), may have been overstated by 16,736 shares of common stock. As a result, Ms. Witz's reported ownership has been adjusted to reflect this discrepancy.
[F3]Represents the number of shares of common stock beneficially owned following the transactions described herein.
[F4]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]356,775 shares vest on 12/31/2024, 12/31/2025 and 12/31/2026.

Documents

1 file

4
doc4.xmlPrimary

Issuer

SIRIUS XM HOLDINGS INC.

CIK 0000908937

→

Entity typeother

Related Parties

filerCIK 0001714891

Filing Metadata

Form type: 4
Filed: Sep 10, 8:00 PM ET
Accepted: Sep 11, 8:42 PM ET
Size: 30.3 KB

View on SEC.gov