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