SEC Form 4 · accession 0001088825-15-000062
TIVO INC · TIVO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas S Rogers
Officer — President and CEO · Director
Period of report
Apr 3, 2015
Accepted (ET)
Apr 7, 2015 · 5:48 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001088825
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Apr 3, 2015 | F | 43,147 | $10.89 | D | 1,830,692 | D | |
| Common Stock | Apr 3, 2015 | D | 25,000 | $10.89 | D | 1,805,692 | D | |
| Common Stock | Apr 3, 2015 | D | 25,000 | $10.89 | D | 1,780,692 | D | |
| Common Stock | Apr 3, 2015 | D | 25,000 | $10.89 | D | 1,755,692 | D | |
| Common Stock | Apr 3, 2015 | M | 25,000 | $0.00 | A | 1,780,692 | D | |
| Common Stock | Apr 3, 2015 | M | 25,000 | $0.00 | A | 1,805,692 | D | |
| Common Stock | Apr 3, 2015 | M | 25,000 | $0.00 | A | 1,830,692 | D | |
| Common Stock | Apr 6, 2015 | M | 37,455 | $6.52 | A | 1,868,147 | D | |
| Common StockF3 | Apr 6, 2015 | S | 37,455 | $10.9088 | D | 1,830,692 | D | |
| Common Stock | Apr 6, 2015 | M | 50,000 | $6.52 | A | 1,880,692 | D | |
| Common Stock | Apr 6, 2015 | D | 29,909 | $10.90 | D | 1,850,783 | D | |
| Common Stock | Apr 6, 2015 | F | 10,402 | $10.90 | D | 1,840,381 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock Option (right to buy) | $6.52 | Apr 6, 2015 | M | 37,455 | D | Aug 1, 2005 | Jul 1, 2015 | Common Stock | 37,455 | 412,014 | D |
| Restricted Stock UnitsF6 | $0.00 | Apr 3, 2015 | M | 25,000 | D | Apr 3, 2015 | Apr 3, 2019 | Common Stock | 25,000 | 125,000 | D |
| Restricted Stock UnitsF6 | $0.00 | Apr 3, 2015 | M | 25,000 | D | Apr 3, 2015 | Apr 3, 2019 | Common Stock | 25,000 | 100,000 | D |
| Restricted Stock UnitsF6 | $0.00 | Apr 3, 2015 | M | 25,000 | D | Apr 3, 2015 | Apr 3, 2019 | Common Stock | 25,000 | 75,000 | D |
| Stock Appreciation Rights | $6.52 | Apr 6, 2015 | M | 50,000 | D | Aug 1, 2005 | Jul 1, 2015 | Common Stock | 50,000 | 550,000 | D |
Explanation of responses
- F1These shares have been surrendered to the Company to pay taxes applicable to the vesting of restricted stock.
- F2These shares were sold under a 10b5-1 plan that the reporting person most recently amended on January 15, 2015 and includes only those stock options and stock appreciation rights with an expiration date of 7/1/2015.
- F3Weighted Average Sales Price - Actual sale prices range from $10.87 - $10.99. The reporting person will provide the SEC staff, the company or a security holder of the company the relevant information regarding sales at each respective price within the range.
- F4The cost of the 50,000 shares was $326,000 equal to 29,909 shares of TiVo stock, with a remainder of 20,091 shares of which 10,402 were withheld for taxes.
- F5These shares have been surrendered to the Company to pay taxes applicable to the exercising of Stock Appreciation Rights.
- F6Each Restricted Stock Unit was the economic equivalent of one share of TiVo common stock. The reporting person settled his shares of Restricted stock units in cash.