Sirius XM Holdings Inc. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Stock-based Compensation Plans and Awards (Tables)

Stock-based Compensation Plans and Awards (Tables)

9 Months Ended

Oct. 31, 2012

Stock-based Compensation Plans and Awards

Schedule of assumptions used for estimating the fair value of stock options

	Three Months Ended October 31,			Nine Months Ended October 31,
	2011		2012	2011		2012
Expected life (in years)	5.83-6.07		N/A	5.72-7.02		6.67
Risk-free interest rate	1.19-1.27	%	N/A	1.19-2.77	%	1.52	%
Expected volatility	54-55	%	N/A	54-57	%	57	%
Expected dividend yield	0	%	N/A	0	%	0	%

Summary of stock option activity

	Options Outstanding Stock Options		Weighted- Average Exercise Price		Aggregate(1) Intrinsic Value
	(in thousands, except share and per share data)
Balance as of January 31, 2012	34,810,926		$	2.43	$	379,355
Granted	1,350,000		10.63
Exercised	(5,992,401	)	0.85
Cancelled	(1,152,360	)	5.62
Balance as of October 31, 2012	29,016,165		$	3.02	$	179,321
Equity awards available for grant at October 31, 2012	13,511,565

(1) Amounts represent the difference between the exercise price and the fair value of common stock at period end for all in the money options outstanding based on the fair value per share of common stock.

Schedule of activities for RSUs

	Number of Shares		Weighted- Average Grant-Date Fair Value
Unvested at January 31, 2012	1,426,975		$	12.03
Granted	3,286,500		11.03
Vested	(229,425	)	12.24
Canceled	(193,862	)	12.29
Unvested at October 31, 2012	4,290,188		$	11.24

Schedule of stock-based compensation expenses related to all employee and non-employee stock-based awards

	Three Months Ended October 31,				Nine Months Ended October 31,
	2011		2012		2011		2012
	(unaudited)				(unaudited)
Stock-based compensation expenses:
Cost of revenue - Other	$	184	$	333	$	396	$	900
Product development	491		1,180		1,081		3,351
Marketing and sales	1,463		3,186		2,965		8,854
General and administrative	537		2,374		1,297		5,505

Total stock-based compensation, recorded in costs and expenses	$	2,675	$	7,073	$	5,739	$	18,610

- Definition

Tabular disclosure of the allocation of equity-based compensation costs to a given line item on the balance sheet and income statement for the period. This may include the reporting line for the costs and the amount capitalized and expensed.

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