UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 4, 2012
SIRIUS XM RADIO INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-34295 | 52-1700207 |
(State or other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 1221 Avenue of the Americas, 36th Fl., New York, NY | 10020 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Registrant's telephone number, including area code: (212) 584-5100 |
_____________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| [_] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| [_] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [_] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [_] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02 Results of Operations and Financial Condition.
On January 4, 2012, we issued a press release announcing preliminary subscriber results for the year ended December 31, 2011. A copy of the press release is being furnished as Exhibit 99.1 to this Form 8-K.
Item 7.01 Regulation FD Disclosure.
The information set forth under “Item 2.02 Results of Operations and Financial Condition” and Exhibit 99.1 is intended to be furnished pursuant to Item 7.01. Such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. The furnishing of this information pursuant to Item 7.01 shall not be deemed an admission by us as to the materiality of such information.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
See Exhibit Index attached hereto.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
SIRIUS XM RADIO INC. | |||
By: | /s/ Patrick L. Donnelly | ||
Patrick L. Donnelly | |||
Executive Vice President, General | |||
Counsel and Secretary | |||
Dated: January 4, 2012
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EXHIBITS
| Exhibit | Description of Exhibit
|
| 99.1 | Press Release dated January 4, 2012. |
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