Amendment

0013-EX-TU-2000 Text Documents

XM Radio Inc.

2002-01-04ELS_52127

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                                       December 21, 2001

Via Hand Delivery
Ms. Magalie Roman Salas
Secretary
Federal Communications Commission
445 12th Street, NW
Washington, DC 20554


       RE:     XM Radio Inc.
               Space Station Licenses: S$2118, S2119
               Earth Station Licenses: E000724; E000158
               Experimental License: WB2XCA

Dear Ms. Salas:

        XM Radio Inc. ("XM Radio"), holder of the above—captioned licenses including a license
to operate a satellite Digital Audio Radio Service ("DARS") system in the 2332.5 — 2345 MHz
band, hereby informs the Commission ofits revised ownership resulting from a recent sale of
voting shares by one its shareholders.

        In December 2000, in response to an earlier application, the Commission approved the
transfer control of XM Radio from Motient Corporation ("Motient‘) to the diffuse shareholders
of XM Satellite Radio Holdings Inc. ("XMSRH"), XM Radio‘s ultimate parent.‘ Following the
transfer, control rested in XM Radio‘s Board of Directors, the members of which were listed in
its application. See July 2000 Transfer Application at Exhibit B, pages 4—5.




!      iSee Application of XM Radio Inc., File No. SAT—T/C—20000714—00115 (July 14, 2000)
       ("July 2000 Transfer Application"). On December 21, 2000, the Commussion granted
       this application. See XM Radio Inc., Order, 15 FCC Red 24484; File No. SAT—T/C—
       20000714—00115 (Dec. 21, 2000). On February 7, 2001, XM Radio informed the
       Commussion that the transfer had consummated. See Letter from Lon C. Levin, XM
       Radio Inc., to Magalie Roman Salas, File No. SAT—T/C—20000714—00115 (Feb. 7, 2001).


Ms. Magalie Roman Salas
December 21, 2001
Page 2

          Since the transfer was consummated, more than fifty percent of XM Radio‘s voting
shares appear to now be held by shareholders who were not previously disclosed to the
Commission. With the exception of the resignation of one director, the members of XMSRH‘s
Board of Directors remain the same. Attached as Exhibit A is a list of XMSRH‘s current
shareholders holding more than 1 percent of XMSRH‘s voting rights and, as Exhibit B, is a list
of the members of the XMSRH‘s Board of Directors. If requested by the Commission, XM
Radio will file an application for approval of the change in shareholders.

        Otherwise, XM Radio anticipates that it will seek Commussion consent prior to any
substantial change in the XMSRH‘s Board of Directors.

          Please contact the undersigned should you require any further information regarding this
matter.



                                               Very truly yours,


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                                               Lon C. Levin


ce:       James Burtle
          Rosalee Chiara
          Terrence Reideler



Document Created: 2002-01-04 11:33:53
Document Modified: 2002-01-04 11:33:53

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