Sec Form 4 Filing - Wilm Renee L @ Liberty Sirius XM Holdings Inc. - 2024-09-09

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Wilm Renee L 2. Issuer Name and Ticker or Trading Symbol Liberty Sirius XM Holdings Inc. [ NONE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Legal/Admin Officer (Last) (First) (Middle) 12300 LIBERTY BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 09/09/2024 (Street) ENGLEWOOD, CO80112 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 09/09/2024 J( 1 ) 35,589 A $ 0 ( 1 ) 35,589 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (Right to Buy) ( 2 ) ( 3 ) $ 39.47 09/09/2024 J( 2 )( 3 ) V 76,539 ( 4 ) 11/13/2026 Common Stock 76,539 ( 2 ) ( 3 ) 76,539 D Stock Option (Right to Buy) ( 2 ) ( 3 ) $ 35.38 09/09/2024 J( 2 )( 3 ) V 14,398 ( 4 ) 12/10/2027 Common Stock 14,398 ( 2 ) ( 3 ) 14,398 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Wilm Renee L 12300 LIBERTY BOULEVARD ENGLEWOOD, CO80112 X Chief Legal/Admin Officer Signatures /s/ Renee L. Wilm 09/11/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On September 9, 2024, Liberty Media Corporation ("Liberty Media") redeemed (the "Redemption") each share of its Series A Liberty SiriusXM common stock, Series B Liberty SiriusXM common stock and Series C Liberty SiriusXM common stock for 0.8375 of a share of common stock (the "Common Stock") of Liberty Sirius XM Holdings Inc. (the "Issuer") (such exchange ratio, the "Exchange Ratio"), with cash (without interest) paid in lieu of any fractional shares of Common Stock, after aggregating all shares of Common Stock issuable by series of Liberty SiriusXM common stock. Such transactions were approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). ( 2 )In connection with the Redemption, all stock options held by the Reporting Person with respect to Liberty Media's Liberty SiriusXM common stock (each, a "Liberty SiriusXM Option") were adjusted pursuant to the anti-dilution provisions of the incentive plan under which the Liberty SiriusXM Options were granted, such that each Liberty SiriusXM Option was exchanged for an option to purchase the relevant number of shares of Common Stock (each, an "Issuer Stock Option") equal to the product of (i) the Exchange Ratio multiplied by (ii) the number of shares of Liberty SiriusXM common stock subject to the Liberty SiriusXM Option immediately prior to the effective time of the Redemption, rounded down to the nearest whole share. ( 3 )(Continued from footnote 2) The per share exercise price for such Issuer Stock Options is equal to the quotient of (x) the exercise price per share of the Liberty SiriusXM Option immediately prior to the effective time of the Redemption divided by (y) the Exchange Ratio, with the result rounded up to the nearest whole cent. The adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Exchange Act. ( 4 )Each Issuer Stock Option is fully vested and is exercisable immediately.

Remarks: Following the Redemption but immediately prior to the effective time of the merger of a wholly owned subsidiary of the Issuer with and into Sirius XM Holdings Inc., the Reporting Person resigned as a director of the Issuer and was removed as an officer of the Issuer and therefore ceased to be subject to the obligations of Section 16 of the Exchange Act with respect to the Issuer.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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