SEC Form 4 · accession 0001593678-16-000189
TiVo Corp · TIVO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Dustin Finer
Officer — ChiefAdmin&InternalOpsOfficer
Period of report
Sep 7, 2016
Accepted (ET)
Sep 9, 2016 · 6:39 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001675820
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Sep 7, 2016 | A | 30,875 | — | A | 30,875 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F2,F5 | $23.48 | Sep 7, 2016 | A | 60,000 | A | — | Jun 1, 2019 | Common Stock | 60,000 | 60,000 | D |
| Performance RightsF2,F3,F6 | — | Sep 7, 2016 | A | 19,034 | A | — | Mar 1, 2017 | Common Stock | 19,034 | 19,034 | D |
| Employee Stock Option (right to buy)F2,F7 | $24.84 | Sep 7, 2016 | A | 23,000 | A | — | Mar 1, 2021 | Common Stock | 23,000 | 23,000 | D |
| Performance RightsF2,F3,F8 | — | Sep 7, 2016 | A | 25,000 | A | — | Mar 1, 2017 | Common Stock | 25,000 | 25,000 | D |
| Employee Stock Option (right to buy)F2,F9 | $24.88 | Sep 7, 2016 | A | 25,000 | A | — | Mar 1, 2022 | Common Stock | 25,000 | 25,000 | D |
| Restricted Stock UnitsF2,F4,F10 | — | Sep 7, 2016 | A | 15,750 | A | — | Mar 1, 2019 | Common Stock | 15,750 | 15,750 | D |
| Performance RightsF2,F4,F11 | — | Sep 7, 2016 | A | 21,000 | A | — | Mar 1, 2018 | Common Stock | 21,000 | 21,000 | D |
| Employee Stock Option (right to buy)F2,F12 | $23.44 | Sep 7, 2016 | A | 7,398 | A | — | Mar 1, 2023 | Common Stock | 7,398 | 7,398 | D |
| Restricted Stock UnitsF2,F4,F13 | — | Sep 7, 2016 | A | 6,099 | A | — | Mar 1, 2020 | Common Stock | 6,099 | 6,099 | D |
| Performance RightsF2,F4,F14 | — | Sep 7, 2016 | A | 6,099 | A | — | Mar 1, 2019 | Common Stock | 6,099 | 6,099 | D |
| Employee Stock Option (right to buy)F2,F15 | $15.54 | Sep 7, 2016 | A | 7,407 | A | — | Jul 1, 2023 | Common Stock | 7,407 | 7,407 | D |
| Restricted Stock UnitsF2,F4,F16 | — | Sep 7, 2016 | A | 6,063 | A | — | Jul 1, 2020 | Common Stock | 6,063 | 6,063 | D |
| Restricted Stock UnitsF2,F4,F17 | — | Sep 7, 2016 | A | 15,159 | A | — | Jul 1, 2020 | Common Stock | 15,159 | 15,159 | D |
| Performance RightsF2,F4,F18 | — | Sep 7, 2016 | A | 6,063 | A | — | Mar 1, 2019 | Common Stock | 6,063 | 6,063 | D |
Explanation of responses
- F1Acquired pursuant to that certain Agreement and Plan of Merger, dated as of April 28, 2016 (the "Merger Agreement"), by and among the issuer, TiVo Corporation (f/k/a Titan Technologies Corporation), TiVo Inc., Titan Merger Sub, Inc., and Nova Acquisition Sub, Inc., and related statutory merger agreement between Nova Acquisition Sub, Inc. and issuer (the "Rovi Merger Agreement"), in a one-for-one exchange of TiVo Corporation common stock.
- F10Original grant date March 1, 2015, vests over four years with a 25% vesting on each of the annual anniversaries of the grant date.
- F11Original grant date March 1, 2015, based entirely on a three-year performance period and are eligible to vest after three years based upon the achievement of the following two factors, each weighted equally: (i) a three-year relative TSR metric of percentile ranking against a peer group established by our compensation committee, and (ii) three-year revenue compound annual growth rate and margin targets.
- F12Original grant date March 1, 2016, vests one-fourth (1/4) on the first anniversary of the date of grant and the remaining three-fourths (3/4) vests in equal monthly increments over the next three years.
- F13Original grant date March 1, 2016, vests over four years with a 25% vesting on each of the annual anniversaries of the grant date.
- F14Original grant date March 1, 2016, based entirely on a three-year performance period and are eligible to vest after three years based upon the achievement of the following two factors, each weighted equally: (i) a three-year relative TSR metric of percentile ranking against a peer group established by our compensation committee, and (ii) three-year revenue compound annual growth rate and margin targets.
- F15Original grant date July 1, 2016, vests one-fourth (1/4) on the first anniversary of the date of grant and the remaining three-fourths (3/4) vests in equal monthly increments over the next three years.
- F16Original grant date July 1, 2016, vests over four years with a 25% vesting on each of the annual anniversaries of the grant date.
- F17Original grant date July 1, 2016, vests over four years with 50% vesting on the second anniversary of the grant date and 25% vesting on each of the remaining annual grant date anniversaries.
- F18Original grant date July 1, 2016, based entirely on a three-year performance period and are eligible to vest after three years based upon the achievement of the following two factors, each weighted equally: (i) a three-year relative TSR metric of percentile ranking against a peer group established by our compensation committee, and (ii) three-year revenue compound annual growth rate and margin targets.
- F2All outstanding derivative securities, which include options, restricted stock units and performance rights, were assumed by TiVo Corporation pursuant to the Merger Agreement and the Rovi Merger Agreement and were converted into an equivalent number of shares of options, restricted stock units and performance rights, respectively, of TiVo Corporation common stock, at equivalent exercise prices and under the same terms and conditions as the original award.
- F3Each restricted stock award represents a contingent right to receive one share of TIVO common stock.
- F4Each restricted stock unit represents a contingent right to receive one share of TIVO common stock.
- F5Original grant date June 1, 2012. Fully vested June 1, 2016.
- F6Original grant date March 1, 2013, vests over a period of up to four years based on the achievement of total annual (measured on a calendar year basis) adjusted pro forma operating profit performance metrics.
- F7Original grant date March 1, 2014, vests one-fourth (1/4) on the first anniversary of the date of grant and the remaining three-fourths (3/4) vests in equal monthly increments over the next three years.
- F8Original grant date March 1, 2014, will be measured over a period of three years based on the achievement of total annual adjusted pro forma revenue and adjusted pro forma operating profit performance metrics (each measured on a calendar year basis). At the end of the three-year period, an average vesting factor will be applied to the total grant amount to determine the total amount eligible to vest based on achievement of the performance metrics. A modifier based upon total shareholder return over the three-year period will then be applied to determine the actual amount of shares to be vested.
- F9Original grant date March 1, 2015, vests one-fourth (1/4) on the first anniversary of the date of grant and the remaining three-fourths (3/4) vests in equal monthly increments over the next three years.