SEC Form 4 · accession 0001593678-16-000210
TiVo Corp · TIVO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Peter Halt
Officer — CFO
Period of report
Nov 2, 2016
Accepted (ET)
Dec 19, 2016 · 5:26 pm EST
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 | Nov 2, 2016 | M | 3,166 | $0.001 | A | 141,578 | D | |
| Common StockF2 | Nov 2, 2016 | F | 1,652 | $20.90 | D | 139,926 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F4,F3 | — | Nov 2, 2016 | M | 3,166 | D | Dec 16, 2016 | Mar 1, 2019 | Common Stock | 3,166 | 15,131 | D |
| Restricted Stock UnitsF5,F3 | — | Nov 2, 2016 | C | 0 | D | — | Mar 1, 2018 | Common Stock | 13,832 | 13,832 | D |
Explanation of responses
- F1Awarded 200% of TSR target based upon performance metrics from the March 1, 2016 grant date to September 7, 2016. 3,166 shares are releasable on December 16, 2016. 0% was awarded for revenue compound annual growth rate and margin target shares.
- F2Shares withheld to satisfy tax withholding obligations upon vesting of restricted stock units.
- F3Each restricted stock unit represents a contingent right to receive one share of TIVO common stock.
- F4Granted March 1, 2016, this performance award was based entirely on a three-year performance period and was 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. Pursuant to the award agreement, upon the completion of the TiVo acquisition on September 7, 2016, performance was calculated for the period ending on that date and vested on a pro rata basis based on the proportion of (a) the number of days of service rendered from March 1, 2016 to September 7, 2016 to (b) the total number of days from March 1, 2016 to March 1, 2019. Any unvested shares thereafter vest ratably through March 1, 2019, subject to continued service to the Company.
- F5Granted March 1, 2015, this performance award was based entirely on a three-year performance period and was 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. Pursuant to the award agreement, upon the completion of the TiVo acquisition on September 7, 2016, performance was calculated for the period ending on that date and vested on a pro rata basis based on the proportion of (a) the number of days of service rendered from March 1, 2015 to September 7, 2016 to (b) the total number of days from March 1, 2015 to March 1, 2018. Accordingly, 14,168 shares were cancelled. Any unvested shares thereafter vest ratably through March 1, 2018, subject to continued service to the Company.