X0306 4 2019-12-18 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 2019-12-18 4 G 0 716549.0000 0.0000 D 2690980.0000 D Common Stock 2019-12-18 4 J 0 716549.0000 0.0000 A 716549.0000 I By Crat Common Stock 2019-12-18 4 S 0 716549.0000 7.0107 D 0.0000 I By Crat On December 18, 2019, Mr. Meyer contributed 716,549 shares of Sirius XM Holdings Inc. (the "Company") common stock to a Charitable Remainder Annuity Trust (the "Trust") of which Mr. Meyer is a trustee and of which his wife and he, in that order, are beneficiaries. Mr. Meyer continues to report beneficial ownership of all of the Company's common stock held by the Trust but disclaims beneficial ownership except to the extent of his and his wife's annunity interest therein. Acquisition of shares by the Trust. The Trust sold 716,549 shares of the Company's common stock to fund the Trust. Represents the weighted average sales price for the price increments ranging from $7.00 to $7.015. 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 2019-12-19