SEC FORM 4

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^*

HAYWOOD GEORGE WEAVER

(Last)

(First)

(Middle)

C/O XM SATELLITE RADIO

1500 ECKINGTON PLACE, N.E.

(Street)

WASHINGTON

20002

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
XM SATELLITE RADIO HOLDINGS INC [ XMSR ]

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)
11/08/2005

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	11/08/2005		S		425,226	D	⁽²⁾	2,450,774⁽¹⁾	D
Class A Common Stock	11/09/2005		S		391,774	D	⁽³⁾⁽⁴⁾	2,059,000⁽¹⁾	D
Class A Common Stock	11/10/2005		S		1,254,000	D	⁽⁵⁾	805,000⁽¹⁾	D
Class A Common Stock								30,000	I	By spouse⁽⁶⁾
Class A Common Stock								9,000	I	By children⁽⁶⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Does not include 2,855,010 shares underlying 10% senior secured discount convertible notes due 2009 of the issuer and 20,000 shares underlying options owned by the reporting person.

2. 1,948 shares were sold at $28.65; 13,942 at $28.66; 19,794 at $28.67; 6,263 at $28.68; 300 at $28.69; 5,000 at $28.70; 4,954 at $28.71; 13,861 at $28.72; 700 at $28.73; 12,437 at $28.74; 12,653 at $28.75; 6,567 at $28.76; 8,500 at $28.77; 6,328 at $28.78; 2,796 at $28.79; 900 at $28.80; 54,513 at $28.90; 8,806 at $28.91; 12,703 at $28.92; 14,461 at $28.93; 6,700 at $28.94; 100 at $28.95; 3,300 at $28.97; 5,700 at $28.98; 7,569 at $28.99; 20,111 at $29.00; 16,536 at $29.01; 3,400 at $29.02; 5,520 at $29.03; 8,380 at $29.04; 20,824 at $29.05; 1,806 at $29.06; 11,700 at $29.07; 600 at $29.08; 700 at $29.09; 7,000 at $29.10; 27,903 at $29.15; 300 at $29.16; 900 at $29.17; 800 at $29.18; 5,754 at $29.19; 18,827 at $29.50; 22,459 at $29.51; 5,171 at $29.52; 1,545 at $29.53; 200 at $29.54; 9,540 at $29.55; 355 at $29.56; 100 at $29.57; 1,300 at $29.60; and 2,700 at $29.61.

3. 59,267 shares were sold at $28.10; 2,198 at $28.11; 19,814 at $28.12; 16,050 at $28.20; 13,052 at $28.22; 4,448 at $28.23; 1,602 at $28.24; 2,798 at $28.25; 4,700 at $28.26; 5,780 at $28.27; 1,842 at $28.28; 27,221 at $28.30; 9,050 at $28.31; 8,218 at $28.32; 11,700 at $28.33; 16,968 at $28.34; 10,617 at $28.35; 9,226 at $28.36; 350 at $28.37; 1,918 at $28.38; 14,590 at $28.39; 17,115 at $28.40; 8,250 at $28.41; 5,100 at $28.42; 7,700 at $28.43; 5,750 at $28.44; 4,616 at $28.45; 7,800 at $28.46; 2,500 at $28.47; 1,300 at $28.48; 968 at $28.49; 3,432 at $28.50; 3,202 at $28.51; 2,500 at $28.52; 1,500 at $28.54; 1,100 at $28.55; 198 at $28.56; 700 at $28.57; 300 at $28.58; 3,500 at $28.62; 800 at $28.63; 3,350 at $28.65; 1,700 at $28.69; 6,161 at $28.70; 1,300 at $28.71; 4,000 at $28.72; 950 at $28.73; 100 at $28.74; 6,439 at $28.75; 500 at $28.76; 1,700 at $28.80; 6,100 at $28.81; 800 at $28.82; 2,900 at $28.83; 1,500 at $28.84; 400 at $28.85; 500 at $28.86; 200 at $28.87;

4. footnote (3) continued: 699 at $28.88; 3,601 at $28.89; 8,000 at $28.90; 1,300 at $28.91; 2,444 at $28.92; 13,000 at $29.00; 2,030 at $29.01; 1,800 at $29.03; and 200 at $29.04.

5. 5,000 shares were sold at $27.85; 836 at $27.87; 11,320 at $27.88; 432 at $27.89; 8,675 at $27.90; 2,700 at $27.91; 1,000 at $27.92; 1,200 at $27.93; 3,544 at $27.94; 1,500 at $27.95; 2,600 at $27.96; 21,924 at $28.00; 227 at $28.01; 1,443 at $28.03; 200 at $28.04; 7,352 at $28.05; 289 at $28.06; 9,881 at $28.07; 700 at $28.08; 600 at $28.09; 25,439 at $28.10; 7,068 at $28.11; 42,435 at $28.12; 306,649 at $28.13; 19,512 at $28.14; 63,448 at $28.15; 250,100 at $28.16; 8,450 at $28.17; 8,853 at $28.18; 7,937 at $28.19; 25,923 at $28.20; 6,763 at $28.25; 32,624 at $28.29; 26,059 at $28.34; 13,737 at $28.36; 15,510 at $28.37; 22,526 at $28.38; 14,727 at $28.39; 39,795 at $28.40; 14,700 at $28.41; 10,558 at $28.42; 9,883 at $28.43; 8,810 at $28.44; 41,558 at $28.45; 4,486 at $28.46; 42,360 at $28.47; 25,707 at $28.48; 8,538 at $28.49; 36,311 at $28.50; 2,726 at $28.51; 2,468 at $28.52; 683 at $28.53; 1,234 at $28.54; and 25,000 at $28.55.

6. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

Remarks:

	Joseph M. Titlebaum, attorney-in-fact	11/10/2005
	** 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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