X0202 4 2005-12-06 0001091530 XM SATELLITE RADIO HOLDINGS INC XMSR 0001268614 TITLEBAUM JOSEPH M C/O XM SATELLITE RADIO 1500 ECKINGTON PLACE, N.E. WASHINGTON DC 20002 0 1 0 0 EVP/Gen Counsel, Secretary Class A Common Stock 2005-12-06 4 M 0 53514 9.52 A 107768 D Class A Common Stock 2005-12-06 4 M 0 50000 5.34 A 157768 D Class A Common Stock 2005-12-06 4 S 0 103514 28.4356 D 54254 D Employee Stock Option (right to buy) 9.52 2005-12-06 4 M 0 53514 0 D 2008-09-08 Class A Common Stock 53514 0 D Employee Stock Option (right to buy) 5.34 2005-12-06 4 M 0 50000 0 D 2013-03-20 Class A Common Stock 50000 150000 D Excludes 380,000 shares underlying vested and unvested stock options held by the Reporting Person. The option vested in three equal installments on September 8, 1999, 2000 and 2001. This option, which is for a total of 200,000 shares, vests in three equal installments. One-third vested on each of March 20, 2004 and 2005. One-third will vest on March 20, 2006. Only vested shares were acquired upon exercise. Joseph M. Titlebaum, attorney-in-fact 2005-12-07