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)

1290 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10104

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SIRIUS XM HOLDINGS 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)
05/22/2018

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	05/22/2018		M		61,634	A	$3.155	182,710	D
Common Stock	05/22/2018		M		57,596	A	$1.91	240,306	D
Common Stock	05/22/2018		M		57,075	A	$3.9	297,381	D
Common Stock	05/22/2018		M		49,059	A	$3.515	346,440	D
Common Stock	05/22/2018		M		29,952	A	$2.275	376,392	D
Common Stock	05/22/2018		M		25,503	A	$0.9494	401,895	D
Common Stock	05/22/2018		M		19,875	A	$3.96	421,770	D
Common Stock	05/22/2018		M		12,200	A	$4.86	433,970	D
Common Stock	05/22/2018		F		133,029	D	$6.99⁽¹⁾	300,941	D
Common Stock	05/22/2018		S		179,865	D	$6.9432⁽²⁾	121,076	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)	$4.86	05/22/2018		M			12,200	05/19/2018	05/19/2027	Common Stock	12,200	$4.86	24,400	D
Stock Option (Right to Buy)	$3.155	05/22/2018		M			61,634	05/20/2015	05/20/2024	Common Stock	61,634	$3.155	0.0000	D
Stock Option (Right to Buy)	$3.9	05/22/2018		M			57,075	05/20/2016	05/20/2025	Common Stock	57,075	$3.9	19,025	D
Stock Option (Right to Buy)	$3.515	05/22/2018		M			49,059	05/22/2014	05/22/2023	Common Stock	49,059	$3.515	0.0000	D
Stock Option (Right to Buy)	$1.91	05/22/2018		M			57,596	05/23/2013	05/23/2022	Common Stock	57,596	$1.91	0.0000	D
Stock Option (Right to Buy)	$3.96	05/22/2018		M			19,875	05/25/2017	05/25/2026	Common Stock	19,875	$3.96	59,625	D
Stock Option (Right to Buy)	$2.275	05/22/2018		M			29,952	05/26/2012	05/26/2021	Common Stock	29,952	$2.275	0.0000	D
Stock Option (Right to Buy)	$0.9494	05/22/2018		M			25,503	05/27/2011	05/27/2020	Common Stock	25,503	$0.9494	0.0000	D

Explanation of Responses:

1. Represents the exercise price of the stock options referenced in Table II which was paid by way of the withholding by the Company of shares with a value equal to the exercise price.

2. Represents the weighted average sales price for the price increments ranging from $6.93 to $6.95. The Reporting Person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

	/s/Patrick L. Donnelly, attorney in fact	05/23/2018
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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