XM Radio 2013 Annual Report Download - page 121

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COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Dollar amounts in thousands, unless otherwise stated)
Common Stock, Sirius XM, par value $0.001 per share
Due to our corporate reorganization in November 2013, 1,000 shares of common stock were authorized,
issued and outstanding, and are owned by Holdings as of December 31, 2013.
Preferred Stock, Holdings, par value $0.001 per share
We were authorized to issue up to 50,000,000 shares of undesignated preferred stock as of December 31,
2013 and 2012, respectively.
There were 6,250,100 shares of Series B Preferred Stock issued and outstanding as of December 31, 2012
held by Liberty Media. In January 2013, Liberty Media converted its remaining shares of the Series B Preferred
Stock into 1,293,509,076 shares of our common stock.
Warrants
We have issued warrants to purchase shares of our common stock in connection with distribution,
programming and satellite purchase agreements. As of December 31, 2013 and 2012, approximately 18,455,000
warrants to acquire an equal number of shares of common stock were outstanding and fully vested. Warrants
were included in our calculation of diluted net income per common share as the effect was dilutive for the year
ended December 31, 2013. The warrants expire at various times through 2015. At December 31, 2013 and 2012,
the weighted average exercise price of outstanding warrants was $2.55 per share. We did not incur warrant
related expenses during the years ended December 31, 2013, 2012 or 2011.
(warrants in thousands)
Average
Exercise
Price
Expiration
Date
Number of
Warrants
Outstanding
December 31,
2013 2012
NFL .......................................... $2.50 March 2015 16,667 16,667
Other distributors and programming providers ......... $3.00 June 2014 1,788 1,788
Total ....................................... 18,455 18,455
In October 2012, 4,000,000 warrants held by a distributor expired.
(15) Benefit Plans
We recognized share-based payment expense of $68,876, $63,822 and $51,622 for the years ended
December 31, 2013, 2012 and 2011, respectively.
2009 Long-Term Stock Incentive Plan
In May 2009, our stockholders approved the Sirius XM Radio Inc. 2009 Long-Term Stock Incentive Plan
(the “2009 Plan”). Employees, consultants and members of our board of directors are eligible to receive awards
under the 2009 Plan. The 2009 Plan provides for the grant of stock options, restricted stock awards, restricted
stock units and other stock-based awards that the compensation committee of our board of directors may deem
appropriate. Vesting and other terms of stock-based awards are set forth in the agreements with the individuals
receiving the awards. Stock-based awards granted under the 2009 Plan are generally subject to a vesting
requirement. Stock-based awards generally expire ten years from the date of grant. Each restricted stock unit
entitles the holder to receive one share of common stock upon vesting. As of December 31, 2013, approximately
82,806,000 shares of common stock were available for future grants under the 2009 Plan.
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