Wittman Vanessa Ames Form 4 SIRIUS XM / VANESSA AMES WITTMAN ownership change

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^*

WITTMAN VANESSA AMES

(Last) (First) (Middle)

1290 AVENUE OF THE AMERICAS

(Street)

NEW YORK NY 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)
05/31/2018

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/31/2018		M		57,075	A	$3.9	83,249	D
Common Stock	05/31/2018		M		20,000	A	$3.96	103,249	D
Common Stock	05/31/2018		M		15,408	A	$3.155	118,657	D
Common Stock	05/31/2018		A		23(1)	A	$0.0000	118,680	D
Common Stock	05/31/2018		S		43,405	D	$7.14	75,275	D
Common Stock	05/31/2018		F		49,078	D	$7.14(2)	26,197	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$3.155	05/31/2018		M			15,408	05/20/2015	05/20/2024	Common Stock	15,408	$3.155	0.0000	D
Stock Option (Right to Buy)	$3.9	05/31/2018		M			57,075	05/20/2016	05/20/2025	Common Stock	57,075	$3.9	19,025	D
Stock Option (Right to Buy)	$3.96	05/31/2018		M			20,000	05/25/2017	05/25/2026	Common Stock	20,000	$3.96	59,500	D

Explanation of Responses:

1. On May 31, 2018, Sirius XM Holdings Inc. ("Sirius XM") paid a cash dividend of $0.011 per share on each share of its outstanding common stock. The dividend was payable to all holders of Sirius XM's common stock on the record date, May 10, 2018. Pursuant to the terms of the agreement governing the outstanding restricted stock units held by the filer, the filer received certain additional restricted stock units as a result 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.

2. 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.

	/s/Patrick L. Donnelly, attorney in fact	06/01/2018
	** Signature of Reporting Person	Date
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