SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
HOLDEN JAMES P

(Last) (First) (Middle)
1221 AVENUE OF THE AMERICAS

(Street)
NEW YORK NY 10020

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SIRIUS XM RADIO INC. [ (SIRI) ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/07/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/07/2012 M 53,559 A $0.35 194,231 D
Common Stock 11/07/2012 M 25,504 A $0.9994 219,735 D
Common Stock 11/07/2012 M 20,537 A $2.1 240,272 D
Common Stock 11/07/2012 M 14,977 A $2.325 255,249 D
Common Stock 11/07/2012 M 13,493 A $0.54 268,742 D
Common Stock 11/07/2012 S 128,070 D $2.7 140,672 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $2.325 11/07/2012 M 14,977 05/26/2012 05/26/2021 Common Stock 14,977 $2.325 44,928 D
Stock Option (Right to Buy) $0.54 11/07/2012 M 13,493 05/27/2010 05/27/2019 Common Stock 13,493 $0.54 13,494 D
Stock Option (Right to Buy) $0.35 11/07/2012 M 53,559 05/27/2010 05/27/2019 Common Stock 53,559 $0.35 53,560 D
Stock Option (Right to Buy) $0.9994 11/07/2012 M 25,504 05/27/2011 05/27/2020 Common Stock 25,504 $0.9994 51,007 D
Stock Option (Right to Buy) $2.1 11/07/2012 M 20,537 11/25/2004 11/25/2013 Common Stock 20,537 $2.1 0.0000 D
Explanation of Responses:
/s/Patrick L. Donnelly, attorney in fact 11/07/2012
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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