Statement of Changes of Beneficial Ownership


FORM 4
[ X ] 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 *

Starz
2. Issuer Name and Ticker or Trading Symbol

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

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

8900 LIBERTY CIRCLE
3. Date of Earliest Transaction (MM/DD/YYYY)

1/11/2013
(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
Common Stock   1/11/2013     J (1)    1949291236   D $0   (1) 0   I   Through Wholly Owned Subsidiaries  

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
Convertible Perpetual Preferred Stock, Series B-1     (2) 1/11/2013     J   (1)       6250100      (2)   (2) Common Stock   1293509076   (2) $0   (1) 0   I   Through Wholly Owned Subsidiary  
7% Exchangeable Senior Subordinated Notes     (3) 1/11/2013     J   (1)       $11000000      (3)   (3) Common Stock   5866666   (3) $0   (1) $0   I   Through Wholly Owned Subsidiary  

Explanation of Responses:
( 1)  On January 11, 2013, the Reporting Person completed its previously announced spin-off (the "Spin-Off") of all of the outstanding shares of the common stock of its wholly-owned subsidiary, Liberty Media Corporation (formerly known as Liberty Spinco, Inc.). In connection with the Spin-Off, the Reporting Person's beneficial ownership of the securities of the Issuer was transferred to Liberty Media Corporation.
( 2)  The Convertible Perpetual Preferred Stock, Series B-1, has no expiration date, and is convertible into common stock at any time at a conversion rate of 206.9581409 shares of common stock for each share of Convertible Perpetual Preferred Stock, Series B-1, subject to customary antidilution adjustment provisions.
( 3)  The Exchangeable Notes are exchangeable at any time at the option of the holder into shares of Common Stock at an initial exchange rate of 533.3333 shares of Common Stock per $1,000 principal amount of Exchangeable Notes.

Remarks:
On January 11, 2013, the Reporting Person changed its name from "Liberty Media Corporation" to "Starz."

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Starz
8900 LIBERTY CIRCLE
ENGLEWOOD, CO 80112

X


Signatures
Starz By: /s/ J. Steven Beabout, Executive Vice President, General Counsel and Secretary 1/15/2013
** 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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