XM Radio 2008 Annual Report Download - page 119
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(6) Includes 9,100 shares held as custodian for a child.
(7) Includes 74,423 shares held as custodian for a child.
(8) Includes 1,900 shares held by Mr. Frear’s spouse.
(9) Does not include 18,124,258 shares issuable under stock options that are not exercisable within 60 days
after February 28, 2009.
Section 16(a) Beneficial Ownership Reporting Compliance
Based solely upon a review of Form 4s furnished to us during our most recent fiscal year, we know of no
director, executive officer or beneficial owner of more than ten percent of our common stock who failed to file
on a timely basis reports of beneficial ownership of our common stock as required by Section 16(a) of the
Securities Exchange Act of 1934, as amended, other than a late filing by Ms. Dara Altman and Mr. James
Rhyu, our former Senior Vice President and Chief Accounting Officer, in connection with the sale of certain
common stock to pay federal and state taxes associated with the vesting of restricted stock in December 2008.
Shareholder Rights Plan
On April 28, 2009, our board of directors adopted a rights plan to protect against limitations on our
ability to use our net operating loss carryforwards and certain other tax benefits to reduce potential future
federal income tax obligations. The rights plan is intended to act as a deterrent to any person or group
acquiring 4.9% or more of our outstanding common stock (assuming for purposes of this calculation that all of
our outstanding convertible preferred stock is converted into common stock) without the approval of our board
of directors. We plan to submit the rights plan to a stockholder vote by June 30, 2010, and if stockholders do
not approve the rights plan by this date it will terminate. The rights plan will expire on the earlier of
(i) August 1, 2011 and (ii) June 30, 2010 if our stockholders have not approved the rights plan as noted above.
Additional information regarding the rights plan is available in the Current Report on Form 8-K dated
April 29, 2009 filed with the Securities and Exchange Commission.
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