UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2
(Amendment No. )
SIRIUS XM HOLDINGS INC.
(Name of Issuer)
SERIES C SIRIUSXM COMMON STOCK
(Title of Class of Securities)
829933100
(CUSIP Number)
September 9, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☒ Rule 13d-1 (b)
☐ Rule 13d-1 (c)
☐ Rule 13d-1 (d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes.)
| CUSIP NO. 829933100 | 13G | Page 2 of 18 Pages |
| 1 | NAME OF REPORTING PERSON
Warren E. Buffett | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
NONE | ||
| 6 | SHARED VOTING POWER
105,155,029 | |||
| 7 | SOLE DISPOSITIVE POWER
NONE | |||
| 8 | SHARED DISPOSITIVE POWER
105,155,029 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
105,155,029 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
Not Applicable. | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
31.01% | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| CUSIP NO. 829933100 | 13G | Page 3 of 18 Pages |
| 1 | NAME OF REPORTING PERSON
Berkshire Hathaway Inc. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
NONE | ||
| 6 | SHARED VOTING POWER
105,155,029 | |||
| 7 | SOLE DISPOSITIVE POWER
NONE | |||
| 8 | SHARED DISPOSITIVE POWER
105,155,029 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
105,155,029 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
Not applicable. | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
31.01% | |||||
| 12 | TYPE OF REPORTING PERSON
HC, CO | |||||
| CUSIP NO. 829933100 | 13G | Page 4 of 18 Pages |
| 1 | NAME OF REPORTING PERSON
National Indemnity Company | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
State of Nebraska | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
NONE | ||
| 6 | SHARED VOTING POWER
87,843,648 | |||
| 7 | SOLE DISPOSITIVE POWER
NONE | |||
| 8 | SHARED DISPOSITIVE POWER
87,843,648 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
87,843,648 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
Not applicable. | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
25.90% | |||||
| 12 | TYPE OF REPORTING PERSON
IC, CO | |||||
| CUSIP NO. 829933100 | 13G | Page 5 of 18 Pages |
| 1 | NAME OF REPORTING PERSON
National Fire & Marine Insurance Company | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
State of Nebraska | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
NONE | ||
| 6 | SHARED VOTING POWER
1,326,491 | |||
| 7 | SOLE DISPOSITIVE POWER
NONE | |||
| 8 | SHARED DISPOSITIVE POWER
1,326,491 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,326,491 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
Not applicable. | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.39% | |||||
| 12 | TYPE OF REPORTING PERSON
IC, CO | |||||
| CUSIP NO. 829933100 | 13G | Page 6 of 18 Pages |
| 1 | NAME OF REPORTING PERSON
GEICO Corporation | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
NONE | ||
| 6 | SHARED VOTING POWER
81,498,558 | |||
| 7 | SOLE DISPOSITIVE POWER
NONE | |||
| 8 | SHARED DISPOSITIVE POWER
81,498,558 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
81,498,558 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
Not applicable. | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
24.03% | |||||
| 12 | TYPE OF REPORTING PERSON
HC, CO | |||||
| CUSIP NO. 829933100 | 13G | Page 7 of 18 Pages |
| 1 | NAME OF REPORTING PERSON
Government Employees Insurance Company | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
State of Nebraska | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
NONE | ||
| 6 | SHARED VOTING POWER
81,498,558 | |||
| 7 | SOLE DISPOSITIVE POWER
NONE | |||
| 8 | SHARED DISPOSITIVE POWER
81,498,558 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
81,498,558 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
Not applicable. | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
24.03% | |||||
| 12 | TYPE OF REPORTING PERSON
IC, CO | |||||
| CUSIP NO. 829933100 | 13G | Page 8 of 18 Pages |
| 1 | NAME OF REPORTING PERSON
Berkshire Hathaway Consolidated Pension Plan Master Trust | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
State of Nebraska | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
NONE | ||
| 6 | SHARED VOTING POWER
10,556,408 | |||
| 7 | SOLE DISPOSITIVE POWER
NONE | |||
| 8 | SHARED DISPOSITIVE POWER
10,556,408 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,556,408 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
Not applicable. | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.11% | |||||
| 12 | TYPE OF REPORTING PERSON
EP | |||||
| CUSIP NO. 829933100 | 13G | Page 9 of 18 Pages |
| 1 | NAME OF REPORTING PERSON
BNSF Master Retirement Trust | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
State of Texas | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
NONE | ||
| 6 | SHARED VOTING POWER
3,308,255 | |||
| 7 | SOLE DISPOSITIVE POWER
NONE | |||
| 8 | SHARED DISPOSITIVE POWER
3,308,255 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,308,255 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
Not Applicable. | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.98% | |||||
| 12 | TYPE OF REPORTING PERSON
EP | |||||
| CUSIP NO. 829933100 | 13G | Page 10 of 18 Pages |
| 1 | NAME OF REPORTING PERSON
Scott Fetzer Collective Investment Trust | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
State of Ohio | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
NONE | ||
| 6 | SHARED VOTING POWER
167,500 | |||
| 7 | SOLE DISPOSITIVE POWER
NONE | |||
| 8 | SHARED DISPOSITIVE POWER
167,500 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
167,500 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
Not Applicable. | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.05% | |||||
| 12 | TYPE OF REPORTING PERSON
EP | |||||
| CUSIP NO. 829933100 | 13G | Page 11 of 18 Pages |
| 1 | NAME OF REPORTING PERSON
Precision Castparts Corp. Master Trust | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
State of Oregon | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
NONE | ||
| 6 | SHARED VOTING POWER
1,952,727 | |||
| 7 | SOLE DISPOSITIVE POWER
NONE | |||
| 8 | SHARED DISPOSITIVE POWER
1,952,727 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,952,727 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
Not Applicable. | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.58% | |||||
| 12 | TYPE OF REPORTING PERSON
EP | |||||
| CUSIP NO. 829933100 | 13G | Page 12 of 18 Pages |
| 1 | NAME OF REPORTING PERSON
R. Ted Weschler | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
788,622 | ||
| 6 | SHARED VOTING POWER
0 | |||
| 7 | SOLE DISPOSITIVE POWER
788,622 | |||
| 8 | SHARED DISPOSITIVE POWER
22,747 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
811,369 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
Not Applicable. | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.24% | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| Page 13 of 18 Pages |
SCHEDULE 13G
Item 1.
(a) Name of Issuer
SIRIUS XM HOLDINGS INC.
(b) Address of Issuer’s Principal Executive Offices
1221 Avenue of the Americas, New York, NY 10020
| Item 2(a). | Name of Person Filing: |
| Item 2(b). | Address of Principal Business Office: |
| Item 2(c). | Citizenship: |
| Warren E. Buffett 3555 Farnam Street Omaha, Nebraska 68131 United States Citizen |
Berkshire Hathaway Inc. 3555 Farnam Street Omaha, Nebraska 68131 Delaware corporation | |
| National Indemnity Company 3024 Harney Street Omaha, Nebraska 68131 Nebraska corporation |
GEICO Corporation One GEICO Plaza Washington, DC 20076 Delaware corporation | |
| Government Employees Insurance Company One GEICO Plaza Washington, DC 20076 Nebraska corporation |
National Fire & Marine Insurance Company 1314 Douglas Street Omaha, NE 68102 Nebraska corporation | |
| Berkshire Hathaway Consolidated Pension Plan Master Trust c/o Berkshire Hathaway Inc. 3555 Farnam Street Omaha, Nebraska 68131 Nebraska |
||
| Page 14 of 18 Pages |
| BNSF Master Retirement Trust c/o BNSF Railway Company 2650 Lou Menk Drive Fort Worth, TX 76131 Texas |
||
| Precision Castparts Corp. Master Trust c/o Precision Castparts Corp. 5885 Meadows Road Lake Oswego, OR 97035 Oregon |
||
| Scott Fetzer Collective Investment Trust c/o Marmon Holdings, Inc. 181 West Madison St. Chicago, IL 60602 Delaware |
||
| R. Ted Weschler 404 East Main Street Charlottesville, VA 22902 United States Citizen |
||
| Page 15 of 18 Pages |
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number
829933100
| Item 3. | If this statement is filed pursuant to § 240.13d-1(b), or § 240.13d-2(b) or (c), check whether the person filing is a: |
Warren E. Buffett (an individual who may be deemed to control Berkshire Hathaway Inc.), Berkshire Hathaway Inc. and GEICO Corporation are each a Parent Holding Company or Control Person, in accordance with § 240.13d-1(b)(1)(ii)(G).
National Indemnity Company, Government Employees Insurance Company and National Fire & Marine Insurance Company are each an Insurance Company as defined in section 3(a)(19) of the Act.
BNSF Master Retirement Trust, Berkshire Hathaway Consolidated Pension Plan Master Trust, Precision Castparts Corp. Master Trust and Scott Fetzer Collective Investment Trust are each an Employee Benefit Plan in accordance with § 240.13d-1(b)(1)(ii)(F).
| Item 4. | Ownership |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially Owned
See the Cover Pages for each of the Reporting Persons.
(b) Percent of Class
See the Cover Pages for each of the Reporting Persons.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
(ii) shared power to vote or to direct the vote
(iii) sole power to dispose or to direct the disposition of
(iv) shared power to dispose or to direct the disposition of
See the Cover Pages for each of the Reporting Persons.
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not Applicable.
| Page 16 of 18 Pages |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not Applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
See Exhibit A.
| Page 17 of 18 Pages |
| Item 8. | Identification and Classification of Members of the Group. |
See Exhibit A.
| Item 9. | Notice of Dissolution of Group. |
Not Applicable.
| Item 10. | Certification. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
| Page 18 of 18 Pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated this 19th day of September, 2024
| /s/ Warren E. Buffett |
| Warren E. Buffett |
| BERKSHIRE HATHAWAY INC. | ||
| By: | /s/ Warren E. Buffett | |
| Warren E. Buffett | ||
| Chairman of the Board | ||
NATIONAL INDEMNITY COMPANY, GEICO CORPORATION, GOVERNMENT EMPLOYEES INSURANCE COMPANY, NATIONAL FIRE & MARINE INSURANCE COMPANY, BNSF MASTER RETIREMENT TRUST, BERKSHIRE HATHAWAY CONSOLIDATED PENSION PLAN MASTER TRUST, PRECISION CASTPARTS CORP. MASTER TRUST AND SCOTT FETZER COLLECTIVE INVESTMENT TRUST
| By: | /s/ Warren E. Buffett | |
| Warren E. Buffett | ||
| Attorney-in-Fact |
| By: | /s/ R. Ted Weschler | |
| R. Ted Weschler |
SCHEDULE 13G
EXHIBIT A
RELEVANT SUBSIDIARIES AND MEMBERS OF FILING GROUP
PARENT HOLDING COMPANIES OR CONTROL PERSONS:
Warren E. Buffett (an individual who may be deemed to control Berkshire Hathaway Inc.)
Berkshire Hathaway Inc.
GEICO Corporation
INSURANCE COMPANIES AS DEFINED IN SECTION 3(a)(19) OF THE ACT:
National Indemnity Company
Government Employees Insurance Company
National Fire & Marine Insurance Company
EMPLOYEE BENEFIT PLANS IN ACCORDANCE WITH § 240.13d-1-(b)(1)(ii)(F)
BNSF Master Retirement Trust
Berkshire Hathaway Consolidated Pension Plan Master Trust
Precision Castparts Corp. Master Trust
Scott Fetzer Collective Investment Trust
OTHER MEMBER OF FILING GROUP
R. Ted Weschler
SCHEDULE 13G
EXHIBIT B
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)
The undersigned persons hereby agree that reports on Schedule 13G, and amendments thereto, with respect to the Common Stock of Sirius XM Holdings Inc. may be filed in a single statement on behalf of each of such persons, and further, each of such persons designates Warren E. Buffett as its agent and Attorney-in-Fact for the purpose of executing any and all Schedule 13G filings required to be made by it with the Securities and Exchange Commission.
| Dated: September 19, 2024 | /s/ Warren E. Buffett | |||||
| Warren E. Buffett | ||||||
| Berkshire Hathaway Inc. | ||||||
| Dated: September 19, 2024 | /s/ Warren E. Buffett | |||||
| By: | Warren E. Buffett | |||||
| Title: | Chairman of the Board | |||||
| National Indemnity Company | ||||||
| Dated: September 19, 2024 | /s/ Dale D. Geistkemper | |||||
| By: | Dale D. Geistkemper | |||||
| Title: | Treasurer | |||||
| GEICO Corporation | ||||||
| Dated: September 19, 2024 | /s/ Todd A. Combs | |||||
| By: | Todd A. Combs | |||||
| Title: | President | |||||
| Government Employees Insurance Company | ||||||
| Dated: September 19, 2024 | /s/ Todd A. Combs | |||||
| By: | Todd A. Combs | |||||
| Title: | President | |||||
| National Fire & Marine Insurance Company | ||||||
| Dated: September 19, 2024 | /s/ Dale D. Geistkemper | |||||
| By: | Dale D. Geistkemper | |||||
| Title: | Treasurer | |||||
| Berkshire Hathaway Consolidated Pension Plan Master Trust | ||||||
| Dated: September 19, 2024 | /s/ Mark D. Millard | |||||
| By: | Mark D. Millard | |||||
| Title: | Vice President, Berkshire Hathaway Inc. | |||||
| Scott Fetzer Collective Investment Trust | ||||||
| Dated: September 19, 2024 | /s/ Chris Mann | |||||
| By: | Chris Mann | |||||
| Title: | Senior Vice President, Marmon Holdings, Inc. | |||||
| BNSF Master Retirement Trust | ||||||
| Dated: September 19, 2024 | /s/ Paul Bischler | |||||
| By: | Paul Bischler | |||||
| Title: | Vice President, Burlington Northern Santa Fe, LLC | |||||
| Precision Castparts Corp. Master Trust | ||||||
| Dated: September 19, 2024 | /s/ Shawn Hagel | |||||
| By: | Shawn Hagel | |||||
| Title: | Executive Vice President and Chief Financial Officer, Precision Castparts Corp. | |||||
| Dated: September 19, 2024 | /s/ R. Ted Weschler | |||||
| R. Ted Weschler | ||||||