SEC Form 4 · accession 0001593678-16-000198
TiVo Corp · TIVO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Glenn W. Welling
Director
Period of report
Sep 7, 2016
Accepted (ET)
Sep 9, 2016 · 6:54 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 | 39,862 | — | A | 39,862 | D | |
| Common StockF1,F2 | Sep 7, 2016 | A | 2,250,000 | — | A | 2,250,000 | I | By: Engaged Capital Flagship Master Fund, LP |
| Common StockF1,F3 | Sep 7, 2016 | A | 200,000 | — | A | 200,000 | I | By: Managed Account of Engaged Capital, LLC |
Table II — derivative securities
No Table II lines on this filing.
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.
- F2Original shares owned directly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Master"). Mr. Welling, solely by virtue of his position as the founder and CIO of Engaged Capital, LLC ("Engaged Capital"), the general partner and investment advisor of Engaged Capital Master, and as the sole member of Engaged Capital Holdings, LLC ("Engaged Holdings"), the managing member of Engaged Capital, may be deemed to beneficially own the shares owned directly by Engaged Capital Master for purposes of Section 16. Prior to July 5, 2016 Engaged Capital Master was named Engaged Capital Master Feeder II, LP. Mr. Welling expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- F3Original shares held in an account separately managed by Engaged Capital (the "Engaged Capital Account"). Mr. Welling, solely by virtue of his position as the founder and CIO of Engaged Capital, the investment adviser of the Engaged Capital Account, and as the sole member of Engaged Holdings, the managing member of Engaged Capital, may be deemed to beneficially own the shares held in the Engaged Capital Account for purposes of Section 16. Mr. Welling expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.