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 OF SECURITIES
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                      	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	                      	

1. Name and Address of Reporting Person *

Liberty Media Corp	2. Issuer Name and Ticker or Trading Symbol

SIRIUS XM HOLDINGS INC. [ SIRI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)	
(Last)          (First)          (Middle)

12300 LIBERTY BOULEVARD	3. Date of Earliest Transaction (MM/DD/YYYY)

3/6/2018		
(Street)

ENGLEWOOD, CO 80112
(City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)

 	6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person	

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned	
1.Title of Security
(Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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				

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)	
1. Title of Derivate Security
(Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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	7. Title and Amount of Securities Underlying Derivative Security
(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					
2.125% Exch Sr. Debentures Due 2048 (obligation to sell)  	  (1) (2)	3/6/2018  	 	S   (1) (2)	  	  	$400000000   	  (2)	3/31/2048  	Common Stock  	49876880  	$400000000  	$400000000   (1)	D  	 	

Explanation of Responses:	
(1) 	On March 6, 2018, the reporting person sold, pursuant to a purchase agreement, $400,000,000 aggregate principal amount of its 2.125% exchangeable senior debentures due 2048 (the "Debentures") in a private sale pursuant to Rule 144A. Each $1,000 principal amount of Debentures is initially exchangeable for 124.6922 shares of the issuer's common stock, par value $0.001 per share (the "Common Stock"). Upon exchange at the option of the holder or a purchase of the Debentures pursuant to a holder's put right, the reporting person may elect physical or cash settlement or a combination thereof.	
(2) 	Each Debenture is exchangeable at the option of the holder during specified periods as set forth in the Remarks section. Holders of the Debentures may put them to the reporting person on April 7, 2023, or prior thereto following the occurrence of a "fundamental change," and the Debentures may be redeemed by the reporting person, (i) in whole or in part, on or after April 7, 2023 at any time, or (ii) in whole, but not in part, prior to April 7, 2023, after the occurrence of certain conditions or events.	

Remarks:
Each Debenture is exchangeable at the option of the holder, subject to certain terms and conditions, during specified periods after: (i) the market value of the underlying Common Stock exceeds 130% of the principal amount of the Debenture; (ii) the trading price of a Debenture is less than 98% of the market value of the underlying Common Stock; (iii) the occurrence of a "fundamental change" or a "make-whole fundamental change" with respect to a significant reference company; (iv) the Debenture is called for redemption; (v) the reporting person elects to transfer its obligations under the Debentures and the indenture governing the Debentures to a "qualified successor entity" and the reporting person does not provide an irrevocable, full and unconditional guarantee of the "qualified succesor entity's" payment obligations thereunder; and (vi) the issuer of the Common Stock declares or makes a dividend or distribution that, pursuant to the terms of the Debentures, would reduce the principal amount of the Debentures to $0.00 or such principal amount is otherwise reduced to $0.00. The Debentures are also exchangeable at any time during the period commencing on January 1, 2023 through the close of business on the second scheduled trading day immediately preceding April 7, 2023, and during the period commencing on January 1, 2048 through the close of business on the second scheduled trading day immediately preceding the maturity date of the Debentures.	

Reporting Owners	
Reporting Owner Name / Address	Relationships	
	Director	10% Owner	Officer	Other	
Liberty Media Corp
12300 LIBERTY BOULEVARD
ENGLEWOOD, CO 80112	X	X			

Signatures		
Liberty Media Corporation By: /s/ Craig Troyer, Title: Senior Vice President, Deputy General Counsel and Assistant Secretary		3/13/2018	
** Signature of Reporting Person		Date

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).	
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).	
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.	
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