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Filing Details

Accession Number:: 0001104659-12-057948
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-08-14 20:15:01
Reporting Period:: 2012-08-10

Filing Date:: 2012-08-14
Accepted Time:: 2012-08-14 20:15:01
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
908937	Sirius Xm Radio Inc.	SIRI	Radio Broadcasting Stations (4832)	521700207

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1507934	Liberty Media Corp	12300 Liberty Boulevard Englewood CO 80112		No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2012-08-10	43,000,000	$2.45	405,548,700	No	4	P	Indirect	Through Wholly Owned Subsidiaries
Common Stock	Acquisiton	2012-08-13	15,800,000	$2.50	421,348,700	No	4	P	Indirect	Through Wholly Owned Subsidiaries
Common Stock	Acquisiton	2012-08-14	31,170,000	$2.52	452,518,700	No	4	P	Indirect	Through Wholly Owned Subsidiaries

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	Through Wholly Owned Subsidiaries
No	4	P	Indirect	Through Wholly Owned Subsidiaries
No	4	P	Indirect	Through Wholly Owned Subsidiaries

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Forward purchase contract (obligation to buy)	Acquisiton	2012-08-10	41,087,753	$0.00	41,087,753	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
41,087,753	2012-10-11	2012-10-11	Yes	4	J	Indirect

Footnotes

The price reflects a weighted average of purchases made at prices ranging from $2.38 to $2.49. The Reporting Person agrees to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, information regarding the number of shares purchased at each separate price.
The price reflects a weighted average of purchases made at prices ranging from $2.48 to $2.50. The Reporting Person agrees to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, information regarding the number of shares purchased at each separate price.
The price reflects a weighted average of purchases made at prices ranging from $2.49 to $2.53. The Reporting Person agrees to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, information regarding the number of shares purchased at each separate price.
On June 29, 2012, Liberty Radio, LLC, a wholly-owned subsidiary of the Reporting Person, entered into a forward purchase contract (the "Forward Contract") with an unaffiliated counterparty covering up to a maximum of 220,000,000 notional shares of the Issuer's Common Stock. The exact number of shares to be covered by the Forward Contract is to equal the number purchased by the counterparty to establish its initial hedge. On August 10, 2012, the unaffiliated counterparty completed its initial hedge, and the number of notional shares of Common Stock covered by the Forward Contract has been fixed at 41,087,753 shares. Under the Forward Contract, the expiration date is to be October 11, 2012, or 60 days after the completion of the counterparty's initial hedge. The base price under the Forward Contract is approximately $2.047 per share.
The Forward Contract provides for physical settlement upon expiration, with the Reporting Person retaining the right to elect cash settlement instead. In the case of physical settlement, the "forward price" will equal the value average weighted price of the shares of the Issuer's Common Stock during the initial hedging period plus a commission (the "base price"), plus an amount equal to the counterparty's internal funding costs plus a spread. If cash settlement is elected, (i) if the cash settlement price (which would be based on the price at which the counterparty unwinds its hedge) exceeds the forward price, then the counterparty will be obligated to pay the difference to the Reporting Person, and (ii) if the cash settlement price is less than the forward price, then the Reporting Person will be obligated to pay the difference to the counterparty.