0001104659-12-035310.txt : 20120509
0001104659-12-035310.hdr.sgml : 20120509
20120509173443
ACCESSION NUMBER: 0001104659-12-035310
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20120507
FILED AS OF DATE: 20120509
DATE AS OF CHANGE: 20120509
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: SIRIUS XM RADIO INC.
CENTRAL INDEX KEY: 0000908937
STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832]
IRS NUMBER: 521700207
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1221 AVENUE OF THE AMERICAS
STREET 2: 36TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10020
BUSINESS PHONE: 212-584-5100
MAIL ADDRESS:
STREET 1: 1221 AVENUE OF THE AMERICAS
STREET 2: 36TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10020
FORMER COMPANY:
FORMER CONFORMED NAME: SIRIUS SATELLITE RADIO INC
DATE OF NAME CHANGE: 19991228
FORMER COMPANY:
FORMER CONFORMED NAME: CD RADIO INC
DATE OF NAME CHANGE: 19940203
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Liberty Media Corp
CENTRAL INDEX KEY: 0001507934
STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841]
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34295
FILM NUMBER: 12826929
BUSINESS ADDRESS:
STREET 1: 12300 LIBERTY BOULEVARD
CITY: ENGLEWOOD
STATE: CO
ZIP: 80112
BUSINESS PHONE: (720) 875-5400
MAIL ADDRESS:
STREET 1: 12300 LIBERTY BOULEVARD
CITY: ENGLEWOOD
STATE: CO
ZIP: 80112
FORMER NAME:
FORMER CONFORMED NAME: Liberty CapStarz, Inc.
DATE OF NAME CHANGE: 20110523
FORMER NAME:
FORMER CONFORMED NAME: Liberty Splitco, Inc.
DATE OF NAME CHANGE: 20101215
4
1
a4.xml
4
X0305
4
2012-05-07
0
0000908937
SIRIUS XM RADIO INC.
SIRI
0001507934
Liberty Media Corp
12300 LIBERTY BOULEVARD
ENGLEWOOD
CO
80112
0
0
1
0
Common Stock
2012-05-08
4
P
0
16000000
2.137
A
16000000
I
Through Wholly Owned Subsidiary
Common Stock
2012-05-09
4
P
0
44350000
2.126
A
60350000
I
Through Wholly Owned Subsidiary
Forward purchase contract (obligation to buy)
2012-05-07
4
J
1
302198700
0
A
2012-07-06
2012-07-06
Common Stock
302198700
302198700
I
Through Wholly Owned Subsidiary
The price reflects a weighted average of purchases made at prices ranging from $2.095 to $2.15. The Reporting Person agrees to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, information regarding the number of shares purchased at each separate price.
The shares of Common Stock are held directly by Liberty Radio, LLC, which is a wholly owned subsidiary of the Reporting Person.
The price reflects a weighted average of purchases made at prices ranging from $2.075 to $2.19. The Reporting Person agrees to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, information regarding the number of shares purchased at each separate price.
On December 30, 2011, Liberty Radio, LLC, a wholly-owned subsidiary of the Reporting Person, entered into a forward purchase contract (the "Forward Contract") with an unaffiliated counterparty covering up to a maximum of 315,000,000 notional shares of the Issuer's Common Stock. The exact number of shares to be covered by the Forward Contract is to equal the number purchased by the counterparty to establish its initial hedge.
The Forward Contract provides for physical settlement upon expiration, with the Reporting Person retaining the right to elect cash settlement instead. In the case of physical settlement, the "forward price" will equal the value average weighted price of the shares of the Issuer's Common Stock during the initial hedging period plus a commission (the "base price"), plus an amount equal to the counterparty's internal funding costs plus a spread. If cash settlement is elected, (i) if the cash settlement price (which would be based on the price at which the counterparty unwinds its hedge) exceeds the forward price, then the counterparty will be obligated to pay the difference to the Reporting Person, and (ii) if the cash settlement price is less than the forward price, then the Reporting Person will be obligated to pay the difference to the counterparty.
On May 7, 2012, the unaffiliated counterparty completed its initial hedge, and the number of notional shares of Common Stock covered by the Forward Contract has been fixed at 302,198,700 shares. Under the Forward Contract, the expiration date is to be July 6, 2012, or 60 days after the completion of the counterparty's initial hedge. The base price under the Forward Contract is approximately $2.15 per share.
/s/ Chris Shean
2012-05-09