SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Liberty Media Corp

(Last)

(First)

(Middle)

12300 LIBERTY BLVD.

(Street)

ENGLEWOOD

80112

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/11/2013

3. Issuer Name and Ticker or Trading Symbol
SIRIUS XM RADIO INC. [ SIRI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,949,291,236	I	Held Through Wholly Owned Subsidiaries⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Convertible Perpetual Preferred Stock, Series B-1	⁽²⁾	⁽²⁾	Common Stock	1,293,509,076⁽²⁾	⁽²⁾	I	Held Through Wholly Owned Subsidiary⁽³⁾
7% Exchangeable Senior Subordinated Notes	⁽⁴⁾	12/01/2014	Common Stock	5,974,509⁽⁴⁾	⁽⁴⁾	I	Held Through Wholly Owned Subsidiary⁽⁵⁾

Explanation of Responses:

1. The shares of Common Stock are held directly by Liberty Radio, LLC, Liberty Radio 2, LLC, and Liberty Satellite, LLC, which are wholly owned subsidiaries of the Reporting Person.

2. The Convertible Perpetual Preferred Stock, Series B-1, has no expiration date, and is convertible into common stock at any time at a conversion rate of 206.9581409 shares of common stock for each share of Convertible Perpetual Preferred Stock, Series B-1, subject to customary antidilution adjustment provisions.

3. The shares of Convertible Perpetual Preferred Stock, Series B-1 are held directly by Liberty Radio, LLC, which is a wholly owned subsidiary of the Reporting Person.

4. The Reporting Person beneficially owns $11 million aggregate principal amount of the Issuer's 7% Exchangeable Senior Subordinated Notes due 2014 (the "Exchangeable Notes"). The Exchangeable Notes are exchangeable at any time at the option of the holder into shares of Common Stock at a current exchange rate of 543.1372 shares of Common Stock per $1,000 principal amount of Exchangeable Notes.

5. The 7% Exchangeable Senior Subordinated Notes are held directly by LTWX V, Inc., which is a wholly owned subsidiary of the Reporting Person.

Remarks:

On January 11, 2013, the Reporting Person changed its name from "Liberty Spinco, Inc." to "Liberty Media Corporation."

	LIBERTY MEDIA CORPORATION By: /s/ Richard N. Baer Title: Senior Vice President and General Counsel	01/17/2013
	** 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 5 (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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