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): June 9, 2017 (June 9, 2017)
 
SIRIUS XM HOLDINGS INC.
(Exact Name of Registrant as Specified in its Charter)
 
Delaware
001-34295
38-3916511
(State or other Jurisdiction
of Incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)
 
1290 Avenue of the Americas, 11th Fl., New York, NY
10104
(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:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
 
 






 
Item 7.01
Regulation FD Disclosure
 
Today we issued a press release announcing that Sirius XM Radio Inc. entered into an investment agreement with Pandora Media, Inc. (“Pandora”) to purchase 480,000 shares of Pandora’s Series A Convertible Preferred Stock, par value $0.0001 per share, for an aggregate purchase price of $480 million. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is furnished herewith.

 
* * *
 
The information in this Current Report on Form 8-K, including Exhibit 99.1 hereto, is being furnished pursuant to Item Item 7.01 of Form 8-K, as applicable, and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by us under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
 
Item 9.01
Financial Statements and Exhibits
 
(d) Exhibits.
 
The Exhibit Index attached hereto is incorporated herein.





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 hereunto duly authorized.
 
 
SIRIUS XM HOLDINGS INC.
 
 
 
 
By:
/s/ Patrick L. Donnelly
 
 
Patrick L. Donnelly
Executive Vice President, General
Counsel and Secretary
 
Dated: June 9, 2017





EXHIBITS
 
Exhibit
Description of Exhibit
99.1
Press Release dated June 9, 2017