SEC Form 4 · accession 0001593678-17-000068
TiVo Corp · TIVO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Enrique Rodriguez
Officer — President & CEO · Director
Period of report
Dec 1, 2017
Accepted (ET)
Dec 4, 2017 · 5:53 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001675820
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance RightsF1,F2,F3 | — | Dec 1, 2017 | A | 800,000 | A | — | Mar 16, 2021 | Common Stock | 800,000 | 800,000 | D |
| Restricted Stock UnitF1,F4 | — | Dec 1, 2017 | A | 53,584 | A | — | Jan 28, 2019 | Common Stock | 53,584 | 53,584 | D |
| Restricted Stock UnitF1,F5 | — | Dec 1, 2017 | A | 52,347 | A | — | Jan 29, 2019 | Common Stock | 52,347 | 52,347 | D |
| Restricted Stock UnitF1,F6 | — | Dec 1, 2017 | A | 63,968 | A | — | Aug 2, 2019 | Common Stock | 63,968 | 63,968 | D |
| Restricted Stock UnitF1,F7 | — | Dec 1, 2017 | A | 65,205 | A | — | Jan 26, 2020 | Common Stock | 65,205 | 65,205 | D |
| Restricted Stock UnitF1,F8 | — | Dec 1, 2017 | A | 53,584 | A | — | Jan 28, 2020 | Common Stock | 53,584 | 53,584 | D |
| Restricted Stock UnitF1,F9 | — | Dec 1, 2017 | A | 21,735 | A | — | Jan 26, 2021 | Common Stock | 21,735 | 21,735 | D |
Explanation of responses
- F1Each restricted stock unit represents a contingent right to receive one share of TIVO common stock.
- F2Granted December 1, 2017, the earning and vesting of these performance units, and the conditions associated therewith, is set forth in that certain offer letter agreement between the reporting person and TiVo Corporation dated November 5, 2017 filed by TiVo Corporation with the Securities and Exchange Commission as Exhibit 10.1 to Form 8-K on November 13, 2017, and is based on the achievement of either (i) an Average Annual TSR for the performance period beginning November 13, 2017 and ending December 31, 2020 or (ii) a Stock Price Achievement during the performance period beginning November 13, 2017 and ending December 31, 2020.
- F3Measurement of achievement of performance metric to be certified by the Compensation Committee during the first regularly scheduled Compensation Committee meeting in 2021 (but no later than March 15, 2021).
- F4Granted December 1, 2017, this restricted stock unit award will vest 100% on January 28, 2019.
- F5Granted December 1, 2017, this restricted stock unit award will vest 100% on January 29, 2019.
- F6Granted December 1, 2017, this restricted stock unit award will vest 100% on August 2, 2019.
- F7Granted December 1, 2017, this restricted stock unit award will vest 100% on January 26, 2020.
- F8Granted December 1, 2017, this restricted stock unit award will vest 100% on January 28, 2020.
- F9Granted December 1, 2017, this restricted stock unit award will vest 100% on January 26, 2021.