Liberty (LMCA) Discloses Conversion of 6.25M Sirius (SIRI) B-1 Preferred

September 17, 2012 5:02 PM EDT Send to a Friend
On September 17, 2012, Liberty Radio, LLC, a wholly-owned subsidiary of Liberty Media (Nasdaq: LMCA) and the registered holder of 12,500,000 shares of Sirius XM (Nasdaq: SIRI) B-1 Preferred Stock, converted 6,249,900 shares of the B-1 Preferred Stock at a conversion rate of 206.9581409 shares of Common Stock for each share of B-1 Preferred Stock so converted. The aggregate number of shares of Common Stock issued in the Partial Conversion is 1,293,467,684, and, after the Partial Conversion, Liberty Radio is the registered holder of 6,250,100 shares of B-1 Preferred Stock.

As a result of the Partial Conversion:
  • the Reporting Person and its wholly-owned subsidiaries are the registered owners of 1,863,203,483 shares of Common Stock (not including 41,087,753 shares that may be purchased upon physical settlement under the Forward Contract (see Item 6 of Amendment No. 3 to the Liberty Schedule 13D)), representing approximately 32% of the outstanding shares of Common Stock;

  • pursuant to the Certificate of Designations, the number of Series B-1 Directors to be elected at the next annual meeting of stockholders of the Company will be reduced from five to three; and the Reporting Person, as the owner of all of the outstanding shares of Series B-1 Preferred Stock, retained the consent rights set forth in the Certificate of Designations.


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