Sec Form 4 Filing - BARRY THOMAS D @ SIRIUS XM HOLDINGS INC. - 2018-02-01

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 BARRY THOMAS D 2. Issuer Name and Ticker or Trading Symbol SIRIUS XM HOLDINGS INC. [ (SIRI)] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Senior VP & Controller (Last) (First) (Middle) 1290 AVENUE OF THE AMERICAS 3. Date of Earliest Transaction (MM/DD/YY) 02/01/2018 (Street) NEW YORK, NY10104 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 02/01/2018 M 340,330 A $ 3.3699 551,815 D Common Stock 02/01/2018 A 238,815 ( 1 ) A $ 0 790,630 D Common Stock 02/01/2018 M 108,580 A $ 3.61 899,210 D Common Stock 02/01/2018 A 57,285 ( 2 ) A $ 0 956,495 D Common Stock 02/01/2018 S 175,777 D $ 6.1082 ( 3 ) 780,718 D Common Stock 02/01/2018 F 345,815 D $ 6.11 ( 4 ) 434,903 D Common Stock 14,168 I By 401(k) Plan

Table II - Derivative Securitie s 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 Stock Option (Right to Buy) $ 6.11 02/01/2018 A 317,025 ( 5 ) 02/01/2019 02/01/2028 Common Stock 317,025 $ 6.11 317,025 D Stock Option (Right to Buy) $ 3.3699 02/01/2018 M 340,330 08/05/2015 08/05/2024 Common Stock 340,330 $ 3.3699 170,165 D Stock Option (Right to Buy) $ 3.61 02/01/2018 M 108,580 08/19/2014 08/18/2023 Common Stock 108,580 $ 3.61 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BARRY THOMAS D 1290 AVENUE OF THE AMERICAS NEW YORK, NY10104 Senior VP & Controller Signatures /s/Patrick L. Donnelly, attorney in fact 02/05/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of common stock underlying an August 5, 2016 grant of performance-based restricted stock units upon the satisfaction of the applicable performance criteria. Such performance-based restricted stock units shall vest on August 5, 2019, subject to the reporting person's continuing employment with Sirius XM. ( 2 )Approximately one-third of restricted stock units will vest on each of 2/1/19, 2/1/20 and 2/1/21. ( 3 )Represents the weighted average sales price for the price increments ranging from $6.10 to $6.12. 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. ( 4 )Represents the exercise price of the stock option referenced in Table II and associated taxes which was paid by way of the withholding by the Company of shares with a value equal to the exercise price and such taxes. ( 5 )Approximately one-third of options will vest on each of 2/1/19; 2/1/20 and 2/1/21.

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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