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^*

MOONEY JAMES

(Last)

(First)

(Middle)

1221 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10020

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SIRIUS XM RADIO INC. [ (SIRI) ]

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)
01/15/2013

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)
Common Stock	01/15/2013		M		850,237	A	$0.09	942,307	D
Common Stock	01/15/2013		M		160,677	A	$0.3	1,102,984	D
Common Stock	01/15/2013		M		51,008	A	$0.9494	1,153,992	D
Common Stock	01/15/2013		M		45,962	A	$2.85	1,199,954	D
Common Stock	01/15/2013		M		40,479	A	$0.49	1,240,433	D
Common Stock	01/15/2013		M		20,537	A	$2.05	1,260,970	D
Common Stock	01/15/2013		M		14,977	A	$2.275	1,275,947	D
Common Stock								9,100	I	By Custodian For Child

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)
Stock Option (Right to Buy)	$2.275⁽¹⁾	01/15/2013		M			14,977	05/26/2012	05/26/2021	Common Stock	14,977	$2.275	44,928	D
Stock Option (Right to Buy)	$0.49⁽¹⁾	01/15/2013		M			40,479	05/27/2010	05/27/2019	Common Stock	40,479	$0.49	13,494	D
Stock Option (Right to Buy)	$0.3⁽¹⁾	01/15/2013		M			160,677	05/27/2010	05/27/2019	Common Stock	160,677	$0.3	53,560	D
Stock Option (Right to Buy)	$0.9494⁽¹⁾	01/15/2013		M			51,008	05/27/2011	05/27/2020	Common Stock	51,008	$0.9494	51,007	D
Stock Option (Right to Buy)	$2.85⁽¹⁾	01/15/2013		M			45,962	08/15/2008	08/15/2017	Common Stock	45,962	$2.85	0.0000	D
Stock Option (Right to Buy)	$2.05⁽¹⁾	01/15/2013		M			20,537	11/25/2004	11/25/2013	Common Stock	20,537	$2.05	0.0000	D
Stock Option (Right to Buy)	$0.09⁽¹⁾	01/15/2013		M			850,237	12/18/2009	12/18/2018	Common Stock	850,237	$0.09	0.0000	D

Explanation of Responses:

1. In connection with the dividend of $0.05 per share of common stock paid by the Company on December 28, 2012, the exercise price of this option has been reduced by $0.05. The Compensation Committee of the Company's Board of Directors authorized the adjustment to reflect the diminution in the economic value of the option as a result of the dividend.

	/s/Patrick L. Donnelly, attorney in fact	01/17/2013
	** 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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