SEC Form 4 · accession 0001088825-16-000424
TIVO INC · TIVO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas S Rogers
Director
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 StockF1 | Sep 7, 2016 | D | 2,523,756 | — | D | 0 | 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)F3,F2 | $6.18 | Sep 7, 2016 | D | 983,818 | D | Apr 21, 2007 | Mar 21, 2017 | Common Stock | 983,818 | 0 | D |
| Non-Qualified Stock Option (right to buy)F3,F2 | $8.94 | Sep 7, 2016 | D | 500,000 | D | Apr 26, 2008 | Mar 26, 2018 | Common Stock | 500,000 | 0 | D |
Explanation of responses
- 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 monthly for 48 months beginning 1 month after 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).