Filed Pursuant to Rule 424(b)(3) Registration File No. 333-104406 Prospectus Supplement dated June 13, 2003 (To Prospectus dated May 20, 2003) Sirius Satellite Radio Inc. 57,314,176 Shares of Common Stock This Prospectus Supplement should be read in conjunction with the Prospectus, which is to be delivered by selling securityholders to prospective purchasers along with this Prospectus Supplement. The "Selling Securityholders" section of the Prospectus is hereby supplemented to reflect the distribution on June 12, 2003 of 57,314,176 shares of common stock by Blackstone to its partners (the "Additional Selling Stockholders"). Some of these Additional Selling Stockholders may subsequently make further distributions to their respective partners or members, in which event additional prospective supplements will be filed naming such additional distributees. The following table sets forth the maximum number of shares of common stock beneficially owned by each of the Additional Selling Stockholders as of the date of this Prospectus Supplement and after giving effect to such distribution. Each Additional Selling Stockholder may offer all of these shares of common stock pursuant to the Prospectus and this Prospectus Supplement and any distribution may occur pursuant to the terms described in the "Plan of Distribution" contained in the Prospectus. The shares of common stock reflected on the table below held by Blackstone and the Additional Selling Stockholders and the shares of common stock issuable upon the exercise of the warrants held by Blackstone are entitled to the benefits of a registration rights agreement, dated as of June 12, 2003, with us. The registration rights agreement sets forth certain procedural requirements of the company with respect to these shares of common stock. The agreement also provides for certain board observer rights for a Blackstone entity and our indemnification of certain liabilities under the securities laws. Blackstone and the Additional Selling Stockholders have agreed to indemnify us for certain liabilities under the securities laws with respect to information concerning them. We expect to enter into similar registration rights agreements with LJH Partners, L.P., Robert C. Fanch Revocable Trust and BCI Investments L.L.C. The registration rights agreement will be incorporated by reference in the registration statement of which the Prospectus is a part and may be read for a full description of its terms. In connection with the registration rights agreement, Blackstone has agreed not to exercise its warrants after September 7, 2004. Capitalized terms used in this Prospectus Supplement and not otherwise defined have the meaning given to them in the Prospectus.
Number of Shares of Common Stock Owned Beneficially as Name of Additional Selling Stockholder of the Date Hereof and Maximum Number of Shares of -------------------------------------- Common Stock to be Offered Hereby --------------------------------- Bank of America Capital Corporation 762,085 Bedrock Capital Partners 533,459
Number of Shares of Common Stock Owned Beneficially as Name of Additional Selling Stockholder of the Date Hereof and Maximum Number of Shares of -------------------------------------- Common Stock to be Offered Hereby --------------------------------- Bell Atlantic Master Trust 1,524,170 BLACAP Partners 502,975 Blacksand Investment Pte Ltd. 1,509,472 Blackstone(1) 2,287,834 California Public Employees' Retirement System 3,048,340 California State Teachers' Retirement System 4,572,511 Capital d'Amerique CDPQ Inc. 801,833 Capital International CDPQ Inc. 801,833 Chancellor LGT Offshore Partnership Fund, L.P. 381,044 Public Employees' Retirement Association of Colorado 4,572,511 The Trustees of the Columbia University In the City of New York 381,043 State Retirement Plans of Connecticut 457,251 Credit Suisse First Boston Investments Fund 1997, L.P. 457,252 Dover Street IV L.P. 396,122 Finlayson Fund Investment Pte Ltd. 914,504 First Plaza Group Trust 1,665,181 General Electric Capital Corporation 762,085 General Reinsurance Corp. 381,043 Global Equities Limited 376,888 GS Private Equity Partners, L.P. 481,187 HarbourVest Partners V - Partnership Fund L.P. 339,532 Houston Firefighters' Relief & Retirement Fund 381,043 IBM Personal Pension Plan Trust 3,018,936 Lexington Partners - Hamilton Lane 2000 LLC 506,786 Los Angeles County Employees Retirement Association 762,085 Masco Capital Corporation 609,668 Metropolitan Life Insurance Company 381,043 State Retirement Fund of Michigan 2,857,818 Morley Investments Limited 396,122 National Union Fire Insurance Company of Pittsburgh, PA 391,741 Fonds de Prevoyance Nestle 381,044 New York Life Insurance Company 304,834 New York State Common Retirement Fund 3,048,339 The State Teachers Retirement System of Ohio 762,085 Paul Capital Ellis Holdings, LLC 522,028 Commonwealth of Pennsylvania State Employees' Retirement System 1,143,127 Pension Reserves Investment Trust Fund 762,085 Pine Street I Holdings LLC 751,386
Number of Shares of Common Stock Owned Beneficially as Name of Additional Selling Stockholder of the Date Hereof and Maximum Number of Shares of -------------------------------------- Common Stock to be Offered Hereby --------------------------------- Rhode Island Employees' Retirement System 304,834 The Robert Wood Johnson Foundation 609,668 The Rockefeller University 381,043 San Francisco City and County Employees' Retirement System 457,251 South Ferry # 2, L.P. 304,834 Utah Retirement Systems 609,666 Other Additional Selling Stockholders (2) 9,756,555
________________ (1) The shares of common stock are held collectively by Blackstone Capital Commitment Partners III L.P., Blackstone Management Associates III L.L.C. and Blackstone Services (Cayman) III LDC. Each of these entities is an affiliate of each other and of Blackstone. See the Prospectus for additional information regarding Blackstone. (2) Consists of Additional Selling Stockholders that hold, in the aggregate, less than 1% of our aggregate outstanding common stock.