Filing Details

Accession Number:
0001104659-12-035310
Form Type:
4
Zero Holdings:
No
Publication Time:
2012-05-09 13:00:00
Reporting Period:
2012-05-07
Filing Date:
2012-05-09
Accepted Time:
2012-05-09 17:34:43
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
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Acquisiton 2012-05-08 16,000,000 $2.14 16,000,000 No 4 P Indirect Through Wholly Owned Subsidiary
Common Stock Acquisiton 2012-05-09 44,350,000 $2.13 60,350,000 No 4 P Indirect Through Wholly Owned Subsidiary
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 P Indirect Through Wholly Owned Subsidiary
No 4 P Indirect Through Wholly Owned Subsidiary
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Common Stock Forward purchase contract (obligation to buy) Acquisiton 2012-05-07 302,198,700 $0.00 302,198,700 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
302,198,700 2012-07-06 2012-07-06 Yes 4 J Indirect
Footnotes
  1. The price reflects a weighted average of purchases made at prices ranging from $2.095 to $2.15. 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.
  2. The shares of Common Stock are held directly by Liberty Radio, LLC, which is a wholly owned subsidiary of the Reporting Person.
  3. The price reflects a weighted average of purchases made at prices ranging from $2.075 to $2.19. 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.
  4. On December 30, 2011, 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 315,000,000 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.
  5. 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.
  6. On May 7, 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 302,198,700 shares. Under the Forward Contract, the expiration date is to be July 6, 2012, or 60 days after the completion of the counterparty's initial hedge. The base price under the Forward Contract is approximately $2.15 per share.