Thomas S Rogers Form 4 TIVO / THOMAS S ROGERS ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ROGERS THOMAS S

(Last) (First) (Middle)

2160 GOLD STREET

(Street)

ALVISO CA 95002

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TIVO INC [ TIVO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
04/13/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/13/2015		M		37,455	A	$6.52	1,877,836	D
Common Stock	04/13/2015		S(1)		37,455	D	$11.0988(2)	1,840,381	D
Common Stock	04/13/2015		M		50,000	A	$6.52	1,890,381	D
Common Stock	04/13/2015		D(3)		29,291	D	$11.13	1,861,090	D
Common Stock	04/13/2015		F(4)		10,722	D	$11.13	1,850,368	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option (right to buy)	$6.52	04/13/2015		M(1)			37,455	08/01/2005	07/01/2015	Common Stock	37,455	$6.52	374,559	D
Stock Appreciation Rights	$6.52	04/13/2015		M(1)			50,000	08/01/2005	07/01/2015	Common Stock	50,000	$11.13	500,000	D

Explanation of Responses:

1. These shares were sold under a 10b5-1 plan that the reporting person most recently amended on January 15, 2015 and includes only those stock options and stock appreciation rights with an expiration date of 7/1/2015.

2. Weighted Average Sales Price - Actual sale prices range from $11.00 - $11.19. The reporting person will provide the SEC staff, the company or a security holder of the company the relevant information regarding sales at each respective price within the range.

3. The cost of the 50,000 shares was $326,000 equal to 29,291 shares of TiVo stock, with a remainder of 20,709 shares of which 10,722 were withheld for taxes.

4. These shares have been surrendered to the Company to pay taxes applicable to the exercising of Stock Appreciation Rights.

	By: Attorney-in-fact Jacob Starkweather For: Thomas S. Rogers	04/13/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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