X0306 4 2019-02-01 0000908937 SIRIUS XM HOLDINGS INC. (SIRI) 0001207459 FREAR DAVID J 1290 AVENUE OF THE AMERICAS NEW YORK NY 10104 1 Senior EVP and CFO Common Stock 2019-02-01 4 A 0 79631.0000 0.0000 A 513845.0000 D Common Stock 86481.0000 I By 401(k) Plan Common Stock 1900.0000 I By Spouse Acquired pursuant to the Agreement and Plan of Merger and Reorganization by and among Sirius XM Holdings Inc. ("Sirius") and Pandora Media, Inc. ("Pandora") dated September 23, 2018 (the "Merger Agreement"), pursuant to which Pandora was acquired by Sirius, effective February 1, 2019 (the "Merger"). Pursuant to the Merger, each issued and outstanding share of Pandora common stock converted into the right to receive 1.44 shares of Sirius common stock (rounded down to the nearest whole share). /s/Patrick L. Donnelly, attorney in fact 2019-02-05