FYI . . . Form S-3 Registration

As filed with the Securities and Exchange Commission on March 12, 2009
Registration No. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

CALCULATION OF REGISTRATION FEE


Proposed
Maximum Proposed
Offering Maximum
Title of Each Class of Amount to be Price per Aggregate Amount of
Securities to be Registered Registered (1)(2) Unit (1)(2) Offering Price (1) Registration Fee
Securities to be offered by the Registrant:
Debt Securities (4)
Preferred Stock, par value $0.001 per share
Common Stock, par value $0.001 per share
Depositary Shares (5)
Stock Purchase Contracts
Warrants (6)
Units (7)
Total $1,000,000,000 $1,000,000,000 $39,300
Securities to be offered by the Selling Stockholders:
Common Stock, par value $0.001 per share 37,358,064 $0.14 (8) $5,230,129 $206 (3)


(1) An indeterminate aggregate initial offering price or number of the securities of each identified class (the “Securities”) is being registered for sale from time to time by the Registrant at indeterminate prices with an aggregate initial offering price not to exceed $1,000,000,000 or the equivalent thereof in one or more other currencies. 37,358,064 shares of common stock par value $0.001 per share of the Registrant are being registered for resale by the stockholders named therein.

(2) Includes such indeterminate amounts of Securities as may be issued upon exercise, conversion or exchange of, or pursuant to anti-dilution adjustments with respect to, any Securities that provide for that issuance or adjustment. Also includes such indeterminate amount as may be issued in units. Separate consideration may or may not be received for any of these Securities.

(3) Pursuant to Rule 457(p) under the Securities Act of 1933, unused filing fees of $172 have already been paid with respect to $4,379,233 aggregate initial offering price of common stock that was previously registered by the selling stockholders pursuant to Registration Statement No. 333-156495, which was initially filed on December 30, 2008 and are being offset against the registration fee due for this offering by the selling stockholders named herein.

(4) May be issued at an original issue discount.

(5) Each depositary share will be issued under a deposit agreement, will represent an interest in a fractional share or multiple shares of preferred stock and will be evidenced by a depositary receipt.

(6) The warrants covered by this registration statement may be debt warrants, preferred stock warrants or common stock warrants.

(7) Each unit will consist of one or more warrants, debt securities, stock purchase contracts, shares of common or preferred stock, depositary shares or any combination of such securities.

(8) Estimated in accordance with Rule 457(c) of the Securities Act of 1933 solely for the purposes of calculating the registration fee for the shares offered hereunder by the selling stockholders named herein, based on the average of the high and low prices of Sirius XM Radio Inc. common stock as reported on the NASDAQ Global Select Market on March 6, 2009.