MDeLaTorreLtr.pdf

Section 1.65 Notification submitted by Liberty Media Corporation

Letter to Mindel De La Torre

2012-09-17

This document pretains to SAT-T/C-20120817-00133 for Transfer of Control on a Satellite Space Stations filing.

IBFS_SATTC2012081700133_966679

Nelson Mullins Nelson Mullins Riley & Scarborough LLP Robert L. Hoegle Attorneys and Counselors at Law (Admitted in DC & NY) 101 Constitution Avenue, NW / Suite 900 / Washington, DC 20001 Tel: 202.712.2816 Tel: 202.712.2800 Fax: 202.712.2836 Fax: 202.712.2836 www.nelsonmullins.com bob.hoegle@nelsonmullins.com September 17, 2012 VIA ELECTRONIC FILING Mindel De La Torre, Esquire Chief, International Bureau Federal Communications Commission 445 12" Street, S.W. Washington, D.C. 20554 Re: Applications of Liberty Media Corporation for Consent to Transfer of De Jure Control of Sirius XM Radio, Inc., File Nos. SES—T/C—20120821—00776, SES— T/C—20120821—00777, SES—T/C—20120821—00792, SAT—T/C—20120817—00133, SAT—T/C—20120817—00134, SAT—T/C—20120817—00135, SAT—T/C—20120817— 00136; WTB—0005353974, WTB—0005353880, 0019—EX—TU—2012, and 0020— EX—TU—2012 Dear Ms. De La Torre: The above—referenced applications for consent to transfer of de jure control of Sirius XM Radio, Inc. ("Sirius") were submitted on August 17, 2012, but have not yet been accepted for filing. Consistent with Section 1.65 of the Commission‘s Rules, Liberty Media is submitting this letter to advise the Commission of certain changes in the information contained in the above—referenced applications. The applications stated that, as of the filing date, Liberty Media "currently holds 12,500,000 Series B—1 Preferred Shares" of Sirius. Liberty Media also stated in the applications that, absent Commission approval, it would not convert Preferred Shares in quantities sufficient to own more than 50% of the outstanding common stock of Sirius. This is to report that Liberty Media today exercised its right to convert a portion of the Preferred Shares to common shares. As a result, Liberty Media now owns 6,250,100 Series B—1 Preferred Shares and a total of 1,863,203,483 common shares of Sirius (not including 41,087,753 shares that may be purchased under a forward purchase contract scheduled to be settled on October 10, 2012), representing approximately 32% of the outstanding common stock of Sirius.

Mindel De La Torre, Esquire September 17, 2012 Page 2 of 2 Pending Commission review and approval of its applications, Liberty Media presently does not intend to take any action to replace directors of Sirius with its own designees prior to the next regularly scheduled annual meeting of the Sirius shareholders. However, under Sirius‘ bylaws, Liberty Media will be required to name its slate of nominees no later than March 13, 2013. The last annual meeting occurred on May 22, 2012. If you have any questions about this matter, please contact me. Respectfully submitted, RA.x Robert L. Hoegle Counsel for Liberty Media Corporation RLH:tjf ce: Ruth Milkman, Esquire, Chief, Wireless Telecommunications Bureau Mr. Julius Knapp, Chief Engineer, OET Karl Kensinger, Esquire, Associate Division Chief, Satellite Division Jeffrey Tobias, Esquire, Wireless Telecommunications Bureau Bruce A. Romano, Esquire, Associate Chief, Legal, OET Richard E. Wiley, Esquire


Document Created: 2012-09-17 20:21:16
Document Modified: 2012-09-17 20:21:16
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