Notification Letter

0001-EX-TU-2010 Post Grant Documents

XM Radio Inc.

2010-05-14ELS_107177

                                                                                                Jennifer D. Hindin
1776 K STREET NW          May 14, 2010                                                          202.719.4975
WASHINGTON, DC 20006
                                                                                                jhindin@wileyrein.com
PHONE     202.719.7000
FAX       202.719.7049


7925 JONES BRANCH DRIVE   Marlene H. Dortch, Secretary
McLEAN, VA 22102
                          Federal Communications Commission
PHONE     703.905.2800
FAX       703.905.2820
                          445 12th Street, SW
                          Washington, DC 20554

www.wileyrein.com         Re:    XM Radio Inc., Notification of Partial Consummation of Pro Forma
                                 Transfer of Control; File No. 0001-EX-TU-2010

                          Dear Ms. Dortch:

                          XM Radio Inc. (“XM Radio”) by counsel, files this letter to notify the Commission
                          that the pro forma transfer of control of XM Radio’s experimental authorization
                          (call sign WB2XCA) was consummated, in part, on April 15, 2010.

                          On March 22, 2010, XM Radio sought authority for the pro forma transfer of
                          control of all of the earth station, space station, wireless and experimental licenses
                          and authorizations held by XM Radio. Specifically, XM Radio proposed to remove
                          two wholly-owned subsidiaries of Sirius XM Radio Inc.—XM Satellite Radio
                          Holdings Inc. and XM Satellite Radio Inc.—such that XM Radio would become a
                          direct wholly-owned subsidiary of Sirius XM Radio Inc.

                          On April 13, 2010, the Office of Engineering and Technology (“OET”) authorized
                          the pro forma transfer of control of XM Radio’s experimental authorization (call
                          sign WB2XCA).1




                          1
                                See Experimental Radio Station Construction Permit and License, File No.
                          0001-EX-TU-2010, Call Sign WB2XCA (granted Apr. 13, 2010).


Marlene H. Dortch, Secretary
May 14, 2010
Page 2


On April 15, 2010, XM Radio consummated, in part, the pro forma transfer of
control. Specifically, XM Satellite Radio Holdings Inc. was merged with and into
XM Satellite Radio Inc. Based on this partial consummation, the ownership
structure of XM Radio is currently:


                                  Sirius XM Radio Inc.



                                   XM Satellite Radio
                                         Inc.



                                     XM Radio Inc.




However, the merger of XM Satellite Radio Inc. with and into Sirius XM Radio Inc.
has not yet been consummated. XM Radio will notify OET within 30 days after the
consummation of this component of the transaction.

Please do not hesitate to contact the undersigned if you have any questions.

Sincerely,

/s/ Jennifer D. Hindin

Jennifer D. Hindin



Document Created: 2010-05-14 16:11:50
Document Modified: 2010-05-14 16:11:50

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