SEC Form 4 · accession 0001593678-17-000013
TiVo Corp · TIVO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Peter Halt
Officer — CFO
Period of report
Mar 1, 2017
Accepted (ET)
Mar 3, 2017 · 5:46 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,F2 | Mar 1, 2017 | M | 19,034 | $0.001 | A | 161,330 | D | |
| Common StockF1 | Mar 1, 2017 | A | 3,466 | $0.001 | A | 164,796 | D | |
| Common StockF3 | Mar 1, 2017 | M | 25,000 | $0.001 | A | 189,796 | D | |
| Common StockF3 | Mar 1, 2017 | A | 2,434 | $0.001 | A | 192,230 | D | |
| Common StockF4 | Mar 1, 2017 | M | 7,000 | $0.001 | A | 199,230 | D | |
| Common StockF5 | Mar 1, 2017 | M | 4,574 | $0.001 | A | 203,804 | D | |
| Common StockF6 | Mar 1, 2017 | M | 6,916 | $0.001 | A | 210,720 | D | |
| Common StockF7 | Mar 1, 2017 | M | 5,044 | $0.001 | A | 215,764 | D | |
| Common StockF8 | Mar 1, 2017 | F | 43,634 | $18.95 | D | 172,130 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance RightsF1,F9 | — | Mar 1, 2017 | M | 19,034 | D | Mar 1, 2017 | Mar 1, 2017 | Common Stock | 19,034 | 0 | D |
| Performance RightsF3,F9 | — | Mar 1, 2017 | M | 25,000 | D | Mar 1, 2017 | Mar 1, 2017 | Common Stock | 25,000 | 0 | D |
| Restricted Stock UnitsF4,F10 | — | Mar 1, 2017 | M | 7,000 | D | Mar 1, 2017 | Mar 1, 2019 | Common Stock | 7,000 | 14,000 | D |
| Restricted Stock UnitsF5,F10 | — | Mar 1, 2017 | M | 4,574 | D | Mar 1, 2017 | Mar 1, 2020 | Common Stock | 4,574 | 13,723 | D |
| Retricted Stock UnitsF6,F10 | — | Mar 1, 2017 | M | 6,916 | D | Mar 1, 2017 | Mar 1, 2018 | Common Stock | 6,916 | 6,916 | D |
| Restricted Stock UnitsF7,F10 | — | Mar 1, 2017 | M | 5,044 | D | Mar 1, 2017 | Mar 1, 2019 | Common Stock | 5,044 | 10,087 | D |
Explanation of responses
- F1Awarded 150% of target based upon performance metrics from the March 1, 2013 performance grant. 22,500 shares are releaseable on March 1, 2017. 19,034 shares released from the March 1, 2013 performance grant; additional 3,466 shares represent shares issued to fulfill earned shares in excess of target.
- F10Each restricted stock unit represents a contingent right to receive one share of TIVO common stock.
- F2Includes 2,370 shares purchased on January 31, 2017 pursuant to the company's Employee Stock Purchase Plan (ESPP).
- F3Awarded 145% of target based upon performance metrics from the March 1, 2014 performance grant. 27,434 shares are releaseable on March 1, 2017. 25,000 shares released from the March 1, 2014 performance grant; additional 2,434 shares represent shares issued to fulfill earned shares in excess of target.
- F4Granted March 1, 2015, this restricted stock unit grant vests over 4 years with 25% vesting on each of the annual anniversaries of the grant date.
- F5Granted March 1, 2016, this restricted stock unit grant vests over 4 years with 25% vesting on each of the annual anniversaries of the grant date.
- F6Granted 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.
- F7Granted 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.
- F8Shares withheld to satisfy tax withholding obligations upon vesting of restricted stock.
- F9Each restricted stock award share represents a contingent right to receive one share of TIVO common stock.