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U.S. Securities and Exchange Commission

Securities Exchange Act of 1934
Rule 12g-3

September 30, 2013

Response of the Office of Chief Counsel
Division of Corporation Finance


Sirius XM Radio Inc.
Incoming letter dated September 4, 2013

Based on the facts presented, the Division's views are as follows. Capitalized terms have the same meanings as defined in your letter.

  • The Reorganization will constitute a "succession" for purposes of Rule 12g-3(a) under the Exchange Act and Holdings will be a "large accelerated filer" for purposes of Rule 12b-2 under the Exchange Act.
  • Holdings may take into account the Company's reporting history under the Exchange Act in determining its eligibility to use Form S-3. The Company's reporting history under the Exchange Act may also be used in determining whether Holdings: (1) "meets the requirements for use of Form S-3" within the meaning of Form S-4; and (2) "satisfies the registrant requirements for use of Form S-3" within the meaning of Form S-8.
  • The Division will not object if Holdings, as successor to the Company, does not file new registration statements under the Securities Act for ongoing offerings of securities covered by the Registration Statements, provided that Holdings adopts the Registration Statements by filing post-effective amendments pursuant to Rule 414 under the Securities Act.
  • The Company's Exchange Act reporting history may be taken into account when determining Holdings' compliance with the current public information requirements of Rule 144(c)(1) under the Securities Act.
  • Average weekly reported trading volume in Company Common Stock during the time periods specified by Rule 144(e)(1) under the Securities Act may be taken into account in determining the limitations on the amount of Holdings Common Stock that may be sold pursuant to Rule 144(e).

These positions are based on the representations made to the Division in your letter. Different facts or conditions might require different conclusions.


Charles Kwon
Special Counsel

Incoming Letter:

The Incoming Letter is in Acrobat format.


Modified: 10/01/2013