SEC Form 4 · accession 0001088825-16-000423

TIVO INC · TIVO

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

Reporting owner

Charles Phillips

Officer — COO

Period of report

Sep 7, 2016

Accepted (ET)

Sep 8, 2016 · 8:20 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,F2	Sep 7, 2016	J	138,000	$0.00	A	372,445	D
Common Stock^F1,F3	Sep 7, 2016	D	372,445	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Incentive Stock Option (right to buy)^F5,F4	$7.49	Sep 7, 2016	D	34,430	D	Jul 23, 2010	Jun 22, 2017	Common Stock	34,430	D
Incentive Stock Option (right to buy)^F5,F4	$8.94	Sep 7, 2016	D	10,313	D	Apr 26, 2008	Mar 26, 2018	Common Stock	10,313	D
Non-Qualified Stock Option (right to buy)^F5,F4	$6.18	Sep 7, 2016	D	10,000	D	Apr 21, 2007	Mar 21, 2017	Common Stock	10,000	D
Non-Qualified Stock Option (right to buy)^F5,F4	$7.49	Sep 7, 2016	D	25,570	D	Jul 23, 2010	Jun 22, 2017	Common Stock	25,570	D
Non-Qualified Stock Option (right to buy)^F5,F4	$8.94	Sep 7, 2016	D	8,250	D	Apr 26, 2008	Mar 26, 2018	Common Stock	8,250	D

Explanation of responses

F1Shares disposed include 2,997 shares purchased through the Employee Stock Purchase Plan on 8/15/16 and 138,000 shares of the issuer's common stock subject to performance stock awards. Pursuant to the Merger Agreement (as defined below), upon the effective time of the TiVo Merger (as defined below), (i) each performance stock award will automatically be assumed by Parent (as defined below) and converted into a time-based restricted stock award ("Parent Converted Restricted Stock Award") denominated in shares of Parent's common stock to cover that number of shares of Parent's common stock (rounded down to the nearest whole share) equal to the product of (x) the number of shares of the issuer's common stock underlying such performance stock award (assuming achievement of target-level performance with respect to the applicable performance period) multiplied by (y) 0.5186 and [CONTINUED IN FOLLOWING FOOTNOTE]
F2(ii) each share subject to a performance stock award that was converted into a Parent Converted Restricted Stock Award and deemed to vest at the effective time of the TiVo Merger was cancelled and automatically converted into the right to receive the Merger Consideration, less any required withholdings applicable to such performance stock award (which 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). Each such Parent Converted Restricted Stock Award will be subject to vesting in three equal annual installments that will be deemed to commence as of the original grant date of such award by the issuer.
F3Pursuant 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, 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.
F4Stock option vested and became exercisable monthly for 48 months beginning 1 month after the grant date.
F5Pursuant to the Merger Agreement, each option was assumed by Parent and automatically converted into an option to purchase 0.5186 shares of Parent's common stock at the exercise price set forth in the Merger Agreement.