SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
SIRIUS XM INC.
(formerly known as SIRIUS XM HOLDINGS INC.)
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
82968B103
(CUSIP Number)
Patrick L. Donnelly, Esq.
Executive Vice President, General Counsel and
Secretary
Sirius XM Holdings Inc.
1221 Avenue of the Americas, 35th
Floor
New York, New York 10020
Tel: (212) 584-5100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 9, 2024
(Date of Event which Requires filing of this
Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include
a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to
be sent.
| * | The remainder of this cover
page shall be filled out for a reporting person’s initial filing on this form with
respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page. |
The information required on the remainder of
this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. 82968B103
1 |
NAMES OF REPORTING PERSONS
Sirius XM Holdings Inc. (formerly known as Liberty Sirius XM Holdings
Inc.) |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b)
¨ |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
OO |
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
0 |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% |
14 |
TYPE OF REPORTING PERSON
CO |
Explanatory Note
This Schedule 13D is being filed by New
Sirius (as defined below) in connection with the contribution by Liberty (as defined below) to New Sirius of its approximate 83%
interest in Old Sirius (as defined below) as part of the Transactions (as defined below). Following the completion of the
Transactions, Old Sirius is a wholly-owned subsidiary of New Sirius and the publicly traded common stock of Old Sirius outstanding
as of immediately prior to the Merger (as defined below) that was held by New Sirius is no longer outstanding as it was converted
into shares of common stock of the surviving corporation in the merger that are not publicly traded. At the effective time of the
Merger, New Sirius was renamed Sirius XM Holdings Inc. and is a successor issuer to Old Sirius, which was renamed Sirius XM Inc.
Item 1. |
Security and Issuer |
This statement on Schedule 13D (“Schedule
13D”) relates to the shares of common stock, par value $0.001 per share (the “Common Stock”) of Sirius XM
Inc. (formerly known as Sirius XM Holdings Inc.), a Delaware corporation (“Old Sirius”), whose principal executive
offices are located at 1221 Avenue of the Americas, 35th Floor, New York, New York 10020.
Item 2. |
Identity and Background |
This statement is being filed by Sirius XM Holdings
Inc., a Delaware corporation, formerly known as Liberty Sirius XM Holdings Inc. (“New Sirius” or the “Reporting
Person”). Prior to the Transactions, the Reporting Person was a wholly-owned subsidiary of Liberty Media Corporation, a Delaware
corporation (“Liberty”), and as of the date hereof, the Reporting Person is a publicly held company. Liberty has separately
reported its beneficial ownership of Old Sirius on separately filed Schedule 13D filings and related amendments.
The principal business address of New Sirius
is 1221 Avenue of the Americas, 35th Floor, New York, New York 10020.
The principal business of New Sirius is
serving as a holding company for Old Sirius, which, through its subsidiaries, is primarily a provider of satellite and internet
radio services.
Information about the directors and executive
officers of New Sirius is contained under the headings “Management of New Sirius Following the Merger” and “Security
Ownership of Certain Beneficial Owners and Management” in the Schedule 14C Information Statement filed by Old Sirius on July 23,
2024 (the “Information Statement”).
During the last five years, none of the Reporting
Person or, to the best knowledge of the Reporting Person, any of the directors or executive officers of the Reporting Person, (i) have
been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
Item 3. |
Source and Amount of Funds
or Other Consideration |
On December 11, 2023, Liberty entered
into definitive agreements, subject to the terms thereof, to redeem each outstanding share of its Liberty SiriusXM common stock in exchange
for a number of shares of common stock of New Sirius (the “Split-Off”), equal to the Exchange Ratio (as defined in
the Reorganization Agreement dated as of December 11, 2023, and as amended by the First Amendment to the Reorganization Agreement,
dated as of June 16, 2024, in each case, by and among Liberty, New Sirius and Old Sirius).
Following
the Split-Off, Old Sirius became a wholly-owned subsidiary of New Sirius pursuant to a merger of a subsidiary of New Sirius with and
into Old Sirius, with Old Sirius surviving the merger as a wholly owned subsidiary of New Sirius (the “Merger”
and, collectively with the Split-Off, the “Transactions”) and stockholders of Old Sirius (other than New Sirius
and its subsidiaries) received one-tenth of a share of New Sirius common stock for each share of Common Stock, thereby eliminating the
noncontrolling interest in Old Sirius.
Following the completion of the
Transactions, Old Sirius was renamed Sirius XM Inc. and New Sirius was renamed Sirius XM Holdings Inc. and is comprised of the
businesses, assets and liabilities attributed to the Liberty SiriusXM Group, which include Liberty’s approximate 83%
interest in Old Sirius, corporate cash and Liberty’s 3.75% Convertible Senior Notes due 2028, and
Liberty’s 2.75% Exchangeable Senior Debentures due 2049.
This description of the Transactions is not complete
and is qualified in its entirety by reference to the descriptions thereof in the Information Statement, which information is incorporated
herein by reference to the extent required.
Item 4. |
Purpose of Transaction |
The information set forth in Item 3 of this Schedule 13D is
hereby incorporated by reference into this Item 4.
Item 5. |
Interest in Securities of
the Issuer |
(a)-(b) Following the Merger and as of the date hereof, the Reporting
Person does not beneficially own any of the publicly traded shares of Common Stock that were outstanding as of immediately prior to the
Merger. Old Sirius is now a wholly-owned subsidiary of New Sirius.
(c) Except as set forth in this Schedule 13D, the Reporting Person
has not effected any transaction in Common Stock during the past 60 days.
(d) No persons other than the Reporting Person has the right
to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned
by the Reporting Person identified in this Item 5.
(e) Following the Merger and as of the date hereof, the Reporting
Person does not beneficially own any of the publicly traded shares of Common Stock that were outstanding as of immediately prior to the
Merger. Old Sirius is now a wholly-owned subsidiary of New Sirius.
Item 6. |
Contracts, Arrangements,
Understandings or Relationships With Respect to Securities of the Issuer |
The information set forth in Item 3 of this Schedule 13D is hereby
incorporated by reference into this Item 6.
Item 7. |
Material to Be Filed as
Exhibits |
SIGNATURES
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date:
September 9, 2024
|
Sirius XM Holdings Inc. |
|
|
|
|
By: |
/s/ Patrick L. Donnelly |
|
Name: |
Patrick L. Donnelly |
|
Title: |
Executive Vice President, General
Counsel and Secretary |
[Sirius XM Holdings Inc. – Schedule
13D]
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