SEC Form 4 · accession 0001593678-16-000190

TiVo Corp · TIVO

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

Reporting owner

Officer — CAO & Treasurer

Period of report

Sep 7, 2016

Accepted (ET)

Sep 9, 2016 · 6:41 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 Stock^F1	Sep 7, 2016	A	22,085	—	A	22,085	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units^F2,F3,F4	—	Sep 7, 2016	A	7,500	A	—	Mar 1, 2019	Common Stock	7,500	7,500	D
Restricted Stock Units^F2,F3,F5	—	Sep 7, 2016	A	10,500	A	—	Mar 1, 2020	Common Stock	10,500	10,500	D

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.
F2Restricted stock units 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 restricted stock units of TiVo Corporation common stock, under the same terms and conditions as the original award.
F3Each restricted stock unit represents a contingent right to receive one share of TIVO common stock.
F4Original grant date March 1, 2015, vests over four years with a 25% vesting on each of the annual anniversaries of the grant date.
F5Original grant date March 1, 2016, vests over four years with a 25% vesting on each of the annual anniversaries of the grant date.