SEC Form 4 · accession 0001593678-17-000002
TiVo Corp · TIVO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Glenn W. Welling
Director
Period of report
Jan 2, 2017
Accepted (ET)
Jan 4, 2017 · 5:54 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 | Jan 2, 2017 | A | 771 | $0.001 | A | 41,460 | D | |
| Common StockF2 | holding | — | — | — | 2,271,000 | I | By: Engaged Capital Flagship Master Fund, LP | |
| Common StockF3 | holding | — | — | — | 254,000 | I | By: Managed Account of Engaged Capital, LLC |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Shares granted pursuant to the non-employee director compensation policy which allows the non-employee director the option to receive Board retainers in cash or in equity in the form of fully-vested restricted stock. Grant reflects director compensation for the fourth quarter of fiscal year 2016.
- F2Shares 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 adviser 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. Mr. Welling expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- F3Shares 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.