United States Securities and Exchange Commission Form

Table of Contents As filed with the Securities and Exchange Commission on October 31, 2018 Registration No. 333- [●] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Sirius XM Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 4832 38-3916511 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.) 1290 Avenue of the Americas, 11 th Floor New York, New York 10104 (212) 584-5100 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) Patrick L. Donnelly, Esq. Executive Vice President, General Counsel and Secretary Sirius XM Holdings Inc. 1290 Avenue of the Americas, 11 th Floor New York, New York 10104 (212) 584-5100 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Eric Swedenburg Stephen Bené Martin A. Wellington Ravi Purushotham Pandora Media, Inc. Jennifer F. Fitchen Simpson Thacher & Bartlett LLP 2100 Franklin Street Sidley Austin LLP 425 Lexington Avenue Suite 700 1001 Page Mill Road, Building 1 New York, New York 10017 Oakland, California 94612 Palo Alto, California 94304 (212) 455-2000 (510) 451-4100 (650) 565-7000 Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and upon completion of the applicable transactions described in the enclosed proxy statement/prospectus. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer x Accelerated filer o Non-accelerated filer o Smaller reporting company o Emerging Growth Company o If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction: Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) o Exchange Act Rule 14d-1(d) (Cross Border Third-Party Tender Offer) o CALCULATION OF REGISTRATION FEE Proposed Maximum Proposed Maximum Amount of Title of Each Class of Securities Amount to Be Offering Price Per Aggregate Offering Registration to Be Registered Registered(1) Share Price(2) Fee(3) Common stock, par value $0.001 per share 512,771,159 N/A 2,987,604,177.88 362,097.63 (1) Represents the maximum number of shares of common stock, par value $0.001 per share (the “ Sirius XM common stock ”), of the Registrant, Sirius XM Holdings Inc. (“ Sirius XM ”), estimated to be issued upon the completion of the transactions described in the proxy statement/prospectus contained herein. This number is based on the product of (a) the sum of (i) 269,775,191, the aggregate number of shares of common stock, par value $0.0001 per share (“ Pandora common stock ”), of Pandora Media, Inc. (“ Pandora ”), outstanding as of October 24, 2018, plus (ii) 39,257,001 shares of Pandora common stock reserved for issuance with respect to Pandora’s convertible notes, plus (iii) 47,058,890 shares of Pandora common stock reserved for issuance pursuant to the Pandora stock incentive plans and (b) an exchange ratio of 1.44 shares of Sirius XM common stock for each share of Pandora common stock. (2) Pursuant to Rule 457(f)(1) and Rule 457(c) under the Securities Act of 1933, as amended, and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is the product of (a) the average high and low prices for shares of Pandora common stock as reported on the New York Stock Exchange on October 24, 2018 ($8.39 per share) and (b) 356,091,082, the estimated maximum number of shares of Pandora common stock that may be exchanged or converted for the securities being registered (calculated as shown in note (1) above). (3) Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act based on a rate of $121.20 per $1,000,000 of the proposed maximum aggregate offering price. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Table of Contents Information in this proxy statement/prospectus is not complete and may be changed. We may not sell the securities offered by this proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction where an offer or solicitation is not permitted. Subject to completion, dated October 31, 2018 PROPOSED TRANSACTION—YOUR VOTE IS VERY IMPORTANT Dear Stockholders of Pandora Media, Inc.: You are cordially invited to attend a special meeting of the stockholders of Pandora Media, Inc., which we will hold on [●], 2018 at [●] a.m., local time, at [●]. As previously announced, on September 23, 2018, Pandora Media, Inc. entered into an agreement and plan of merger and reorganization with Sirius XM Holdings Inc., pursuant to which Sirius XM will acquire Pandora and, at the closing of the acquisition, each holder of Pandora common stock will be entitled to receive 1.44 shares of Sirius XM common stock for each share of Pandora common stock issued and outstanding immediately prior to the closing. If the transaction is completed, Sirius XM will acquire all of the outstanding shares of Pandora common stock. Pandora will be holding a special meeting of the Pandora stockholders for the purpose of voting on certain matters in connection with the transaction. No vote of Sirius XM stockholders is required in connection with the transaction, nor is any such vote being sought. The market value of Sirius XM common stock being issued as merger consideration will depend on the market price of Sirius XM common stock on the closing date. Based on the closing price of Sirius XM common stock on September 21, 2018, the last trading day before the public announcement of the execution of the merger agreement, the value of the per share consideration payable to holders of Pandora common stock would be $[●]. Based on the closing price of Sirius XM common stock on [●], 2018, the last practicable date before the filing of the proxy statement/prospectus accompanying this notice, the value of the per share consideration payable to holders of Pandora common stock would be $[●]. The Pandora stockholders should obtain current market price quotations for shares of Pandora common stock and shares of Sirius XM common stock. Shares of Pandora common stock are listed on The New York Stock Exchange under the symbol “P” and shares of Sirius XM common stock are (and those shares to be issued as merger consideration will be) listed on the NASDAQ Global Select Market under the symbol “SIRI”. We expect that upon completion of the transactions contemplated by the merger agreement, former Pandora stockholders will own approximately [●]% of the outstanding Sirius XM common stock (based on the number of shares of Pandora common stock outstanding as of the record date for the Pandora special meeting and the number of shares of Sirius XM common stock outstanding as of such date). The Pandora board of directors has determined that the merger agreement and the transactions contemplated thereby are fair to, and in the best interests of, Pandora and its stockholders, has approved and declared advisable the merger agreement and the transactions contemplated thereby and recommends that the Pandora stockholders vote “ FOR ” the merger agreement proposal and “ FOR ” each of the other proposals described in the accompanying proxy statement/prospectus. Your vote is important, regardless of the number of shares you own. Whether or not you plan to attend the Pandora special meeting, please vote as soon as possible to make sure that your shares are represented. Submitting a proxy now will not prevent you from being able to vote in person at the Pandora special meeting. The obligations of Pandora and Sirius XM to complete the merger are subject to the satisfaction or waiver of the conditions set forth in the merger agreement, a copy of which is included as part of the accompanying proxy statement/prospectus.

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