This excerpt taken from the SIRI 10-K filed Mar 10, 2009.
Conversion of 2 1/2% Convertible Notes due 2009
Since December 31, 2008, we have issued an aggregate of 139,400,000 shares of our common stock in exchange for $18,000 principal amount of our 2 1/2% Convertible Notes due 2009 (the 2 1/2% Notes) beneficially owned by institutional holders.
We did not receive any cash proceeds as a result of the exchange of our common stock for the 2 1/2% Notes, which notes were retired and cancelled.
The issuance of the shares of our common stock were made pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended, contained in Section 3(a)(9) of such Act.