Today we issued a press release announcing that Sirius XM Radio
Inc. entered into an investment agreement with Pandora Media,
Inc. (Pandora) to purchase 480,000 shares of Pandoras Series A
Convertible Preferred Stock, par value $0.0001 per share, for an
aggregate purchase price of $480 million. A copy of the press
release is attached as Exhibit 99.1 to this Current Report on
Form 8-K and is furnished herewith.

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The information in this Current Report on Form 8-K, including
Exhibit 99.1 hereto, is being furnished to Item Item 7.01 of Form
8-K, as applicable, and shall not be deemed to be filed for
purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the Exchange Act), or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated
by reference in any filing made by us under the Securities Act of
1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing.

(d) Exhibits.

The Exhibit Index attached hereto is incorporated herein.