SEC Form 4 · accession 0001088825-16-000420

TIVO INC · TIVO

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Director

Period of report

Sep 7, 2016

Accepted (ET)

Sep 8, 2016 · 8:19 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^F1	Sep 7, 2016	D	57,185	—	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Non-Qualified Stock Option (right to buy)^F3,F2	$5.53	Sep 7, 2016	D	2,292	D	Aug 1, 2008	Aug 1, 2017	Common Stock	2,292	D
Non-Qualified Stock Option (right to buy)^F3,F2	$7.68	Sep 7, 2016	D	12,500	D	Aug 6, 2009	Aug 6, 2018	Common Stock	12,500	D
Non-Qualified Stock Option (right to buy)^F3,F2	$8.87	Sep 7, 2016	D	12,500	D	Aug 4, 2011	Aug 4, 2017	Common Stock	12,500	D
Non-Qualified Stock Option (right to buy)^F3,F2	$9.09	Sep 7, 2016	D	12,500	D	Aug 3, 2012	Aug 3, 2018	Common Stock	12,500	D

F1Pursuant to that certain Agreement and Plan of Merger, dated as of April 28, 2016 (the "Merger Agreement"), by and among the issuer (f/k/a TiVo Inc.), Rovi Corporation, TiVo Corporation (f/k/a Titan Technologies Corporation) ("Parent"), Titan Acquisition Sub, Inc. ("TiVo Merger Sub") and Nova Acquisition Sub, Inc., upon the effective time of the merger of TiVo Merger Sub with and into the issuer (the "TiVo Merger"), each issued and outstanding share of the issuer's common stock automatically converted into a right to receive (x) 0.3853 validly issued, fully paid and non-assessable shares of Parent's common stock and (y) $2.75 in cash (the "Merger Consideration").
F2Stock option vested and became exercisable 100% on the first anniversary of the grant date.
F3Pursuant to the Merger Agreement, upon the effective time of the TiVo Merger, each outstanding option was cancelled and automatically converted into the right to receive the Merger Consideration, less the exercise price and any required withholdings applicable to such stock option (which exercise price and withholdings were first deducted from the cash portion of the Merger Consideration to reduce the cash delivered to the Reporting Person, and thereafter reduced the number of shares of Parent's common stock delivered to the Reporting Person).