Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13D/A |
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(Amendment No. 6) |
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Under the Securities Exchange Act of 1934
SIRIUS XM RADIO INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
82967N108
(CUSIP Number)
J. Steven Beabout
Executive Vice President and General Counsel
Starz
8900 Liberty Circle
Englewood, CO 80112
(720) 852-7700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 11, 2013
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* 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, as amended (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 Number: 82967N108 | |||||
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Names of Reporting Persons. | |||
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Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
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(b) |
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SEC Use Only | |||
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Source of Funds (See Instructions) | |||
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
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Citizenship or Place of Organization | |||
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Number of |
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Sole Voting Power | |||
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Shared Voting Power | ||||
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Sole Dispositive Power | ||||
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Shared Dispositive Power | ||||
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11. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x | |||
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13. |
Percent of Class Represented by Amount in Row (11) | |||
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14. |
Type of Reporting Person (See Instructions) | |||
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 6)
Statement of
STARZ
(f/k/a Liberty Media Corporation)
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
SIRIUS XM RADIO INC.
This Report on Schedule 13D relates to the common stock, par value $.001 per share (the Common Stock), of Sirius XM Radio Inc., a Delaware corporation (the Issuer). The Schedule 13D originally filed with the Securities and Exchange Commission by Starz (formerly known as Liberty Media Corporation), a Delaware corporation (the Reporting Person or Starz), on September 30, 2011, as amen ded by Amendment No. 1 filed with the Commission on May 9, 2012, Amendment No. 2 filed with the Commission on May 31, 2012, Amendment No. 3 filed with the Commission on August 17, 2012, Amendment No. 4 filed with the Commission on September 13, 2012 and Amendment No. 5 filed with the Commission on September 17, 2012 (collectively, the Schedule 13D) is hereby amended and supplemented to include the information herein. This amended statement on Schedule 13D/A constitutes Amendment No. 6 to the Schedule 13D and is the final amendment to the Schedule 13D and an exit filing for the Reporting Person. Capitalized terms not defined herein have the meanings given to such terms in the Schedule 13D.
Item 2. Identity and Background
This Statement is being filed by the Reporting Person. The principal business address of the Reporting Person is 8900 Liberty Circle, Englewood, CO 80112. The Reporting Person owns interests in premium subscription video programming and entertainment content.
The information contained in Item 2 of the Schedule 13D is hereby amended and supplemented by adding the following information:
Schedule 1 attached hereto is incorporated herein by reference and amends and restates Schedule 1 of the Schedule 13D in its entirety. Each of such executive officers and directors is a citizen of the United States. Neither Starz, nor, to the best knowledge of Starz, any of its executive officers and directors named on Schedule 1 to this Amendment, has, during the last five years, been convicted of a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 4. Purpose of Transaction
The information contained in Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:
On January 11, 2013, the Reporting Person completed its previously announced spin-off (the Spin-Off) of its subsidiary, Liberty Media Corporation (formerly known as Liberty Spinco, Inc.) (Spinco), which, at the time of the Spin-Off, held the Reporting Persons former subsidiaries Atlanta National League Baseball Club, Inc. and True Position, Inc., former equity affiliates Sirius XM Radio Inc. and Live Nation Entertainment, Inc. and minority investments in public companies such as Time Warner, Inc., Time Warner Cable Inc., Viacom Inc. and Barnes & Noble, Inc. (collectively, the Spin-Off Assets). The Spin-Off was accomplished through the distribution, by means of a dividend, by the Reporting Person to its stockholders of all of the outstanding shares of Spincos common stock. As a result of the Spin-Off, Spinco became a separate publicly traded company and holds all of the Spin-Off Assets and associated liabilities, including the Reporting Persons rights, obligations and interests with respect to the Issuers Common Stock and B-1 Preferred Stock.
Item 5. Interest in Securities of the Issuer
The information contained in Item 5 of the Liberty Schedule 13D is hereby amended and supplemented to add the following:
(a) and (b) The responses of the Reporting Person to rows (7) through (13) of the second page of this Amendment are incorporated herein by reference.
(c) The Reporting Person acquired an aggregate of 14,459,700 shares of Common Stock (the Purchased Shares) in open market purchases during the 60 days preceding the date hereof. The table below sets forth for each day the number of shares purchased on such day and the per share weighted average price for such purchases. The Reporting Person used available cash on hand to acquire the Purchased Shares.
Date of Purchase |
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Number of Shares of Common |
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Per Share Weighted Average |
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11/16/2012 |
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4,459,700 |
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$ |
2.649 |
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11/19/2012 |
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1,225,000 |
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$ |
2.713 |
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11/20/2012 |
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6,895,000 |
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$ |
2.745 |
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11/27/2012 |
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1,880,000 |
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$ |
2.749 |
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(d) Not applicable.
(e) January 11, 2013.
Signature
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: January 22, 2013 |
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STARZ | |
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By: |
/s/ J. Steven Beabout |
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Name: J. Steven Beabout |
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Title: Executive Vice President, General Counsel and Secretary |
Schedule 1
DIRECTORS AND EXECUTIVE OFFICERS
OF
STARZ
The name and present principal occupation of each director and executive officer of Liberty are set forth below. Unless otherwise noted, the business address for each person listed below is c/o Starz, 8900 Liberty Circle, Englewood, Colorado 80112. All executive officers and directors listed are United States citizens.
Name and Business Address |
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Principal Occupation and Principal Business |
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Christopher Albrecht |
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Chief Executive Officer and Director of Starz |
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Glenn Curtis |
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President of Starz |
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Irving Azoff |
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Director of Starz |
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Derek Chang |
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Director of Starz |
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Susan Lyne |
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Director of Starz |
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Gregory Maffei |
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Director of Starz |
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Jeffrey Sagansky |
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Director of Starz |
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Daniel E. Sanchez |
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Director of Starz |
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Charles Y. Tanabe |
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Director of Starz |
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Robert Wiesenthal |
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Director of Starz |
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J. Steven Beabout |
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Executive Vice President, General Counsel and Secretary of Starz |
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Edward Huguez |
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President of Sales and Affiliate Marketing, Starz Entertainment, LLC |
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Scott D. Macdonald |
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Chief Financial Officer, Executive Vice President and Treasurer of Starz |
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Carmi Zlotnik |
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Managing Director, Starz Entertainment and Starz Media, LLC |