Sec Form 4 Filing - Liberty Media Corp @ SIRIUS XM HOLDINGS INC. - 2014-12-01

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Liberty Media Corp 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 X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 12300 LIBERTY BLVD. 3. Date of Earliest Transaction (MM/DD/YY) 12/01/2014 (Street) ENGLEWOOD, CO80112 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 12/01/2014 C 5,974,510 A 3,162,173,996 I Held Through Wholly Owned Subsidiary ( 2 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 7% Exchangeable Senior Subordinated Notes ( 1 ) 12/01/2014 C ( 1 ) 12/01/2014 Common Stock 5,974,510 ( 1 ) ( 1 ) $ 0 I Held Through Wholly Owned Subsidiary ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Liberty Media Corp 12300 LIBERTY BLVD. ENGLEWOOD, CO80112 X X Signatures Liberty Media Corporation By: /s/ Craig Troyer Title: Vice President and Deputy General Counsel 12/09/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person beneficially owned $11 million aggregate principal amount of the Issuer's 7% Exchangeable Senior Subordinated Notes due 2014 (the "Exchangeable Notes"). The Exchangeable Notes matured on December 1, 2014. The Reporting Person elected to exchange the Exchangeable Notes into shares of Common Stock at an exchange rate of 543.1372 shares of Common Stock per $1,000 principal amount of Exchangeable Notes, which exchange constitutes an exercise or conversion of a derivative security exempt under Rule 16b-6(b) of the Exchange Act. ( 2 )The Exchangeable Notes were held and the shares of Common Stock are held directly by LTWX V, Inc., which is a wholly owned subsidiary of the Reporting Person.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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