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*
MOONEY JAMES

(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)
01/15/2013
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 01/15/2013 M 850,237 A $0.09 942,307 D
Common Stock 01/15/2013 M 160,677 A $0.3 1,102,984 D
Common Stock 01/15/2013 M 51,008 A $0.9494 1,153,992 D
Common Stock 01/15/2013 M 45,962 A $2.85 1,199,954 D
Common Stock 01/15/2013 M 40,479 A $0.49 1,240,433 D
Common Stock 01/15/2013 M 20,537 A $2.05 1,260,970 D
Common Stock 01/15/2013 M 14,977 A $2.275 1,275,947 D
Common Stock 9,100 I By Custodian For Child
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) $2.275 (1) 01/15/2013 M 14,977 05/26/2012 05/26/2021 Common Stock 14,977 $2.275 44,928 D
Stock Option (Right to Buy) $0.49 (1) 01/15/2013 M 40,479 05/27/2010 05/27/2019 Common Stock 40,479 $0.49 13,494 D
Stock Option (Right to Buy) $0.3 (1) 01/15/2013 M 160,677 05/27/2010 05/27/2019 Common Stock 160,677 $0.3 53,560 D
Stock Option (Right to Buy) $0.9494 (1) 01/15/2013 M 51,008 05/27/2011 05/27/2020 Common Stock 51,008 $0.9494 51,007 D
Stock Option (Right to Buy) $2.85 (1) 01/15/2013 M 45,962 08/15/2008 08/15/2017 Common Stock 45,962 $2.85 0.0000 D
Stock Option (Right to Buy) $2.05 (1) 01/15/2013 M 20,537 11/25/2004 11/25/2013 Common Stock 20,537 $2.05 0.0000 D
Stock Option (Right to Buy) $0.09 (1) 01/15/2013 M 850,237 12/18/2009 12/18/2018 Common Stock 850,237 $0.09 0.0000 D
Explanation of Responses:
1. In connection with the dividend of $0.05 per share of common stock paid by the Company on December 28, 2012, the exercise price of this option has been reduced by $0.05. The Compensation Committee of the Company's Board of Directors authorized the adjustment to reflect the diminution in the economic value of the option as a result of the dividend.
/s/Patrick L. Donnelly, attorney in fact 01/17/2013
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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