X0306 4 2017-02-28 0000908937 SIRIUS XM HOLDINGS INC. (SIRI) 0001247499 MEYER JAMES E 1290 AVENUE OF THE AMERICAS NEW YORK NY 10104 1 1 Chief Executive Officer Common Stock 2017-02-28 4 A 0 5508.0000 0.0000 A 3897685.0000 D Common Stock 5377.0000 I By 401(k) Plan On February 28, 2017, Sirius XM Holdings Inc. ("Sirius") paid a cash dividend of $0.01 per share on each share of its outstanding common stock. The dividend was payable to all holders of Sirius' common stock on the record date, February 7, 2017. Pursuant to the terms of the agreement governing the outstanding restricted stock units held by Mr. Meyer, Mr. Meyer received an additional 5,508 restricted stock units as a result of the payment of this cash dividend. These additional units are subject to the same conditions regarding vesting and settlement as the underlying restricted stock units to which they relate. /s/Patrick L. Donnelly, attorney in fact 2017-03-02