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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol TiVo Corp [ TIVO ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/01/2017 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 03/01/2017 | M | 19,034(1) | A | $0.001 | 52,130(2) | D | |||
| Common Stock | 03/01/2017 | A | 3,466(1) | A | $0.001 | 55,596 | D | |||
| Common Stock | 03/01/2017 | M | 25,000(3) | A | $0.001 | 80,596 | D | |||
| Common Stock | 03/01/2017 | A | 2,434(3) | A | $0.001 | 83,030 | D | |||
| Common Stock | 03/01/2017 | M | 5,250(4) | A | $0.001 | 88,280 | D | |||
| Common Stock | 03/01/2017 | M | 1,524(5) | A | $0.001 | 89,804 | D | |||
| Common Stock | 03/01/2017 | F | 34,902(6) | D | $18.95 | 54,902 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Performance Rights | (7) | 03/01/2017 | M | 19,034(1) | 03/01/2017 | 03/01/2017 | Common Stock | 19,034 | $0 | 0 | D | ||||
| Performance Rights | (7) | 03/01/2017 | M | 25,000(3) | 03/01/2017 | 03/01/2017 | Common Stock | 25,000 | $0 | 0 | D | ||||
| Restricted Stock Units | (8) | 03/01/2017 | M | 5,250(4) | 03/01/2017 | 03/01/2019 | Common Stock | 5,250 | $0 | 10,500 | D | ||||
| Restricted Stock Units | (8) | 03/01/2017 | M | 1,524(5) | 03/01/2017 | 03/01/2020 | Common Stock | 1,524 | $0 | 4,575 | D | ||||
| Explanation of Responses: |
| 1. Awarded 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.. |
| 2. Includes 2,221shares purchased on January 31, 2017 pursuant to the company's Employee Stock Purchase Plan (ESPP). |
| 3. Awarded 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. |
| 4. Granted 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. |
| 5. Granted 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. |
| 6. Shares withheld to satisfy tax withholding obligations upon vesting of restricted stock. |
| 7. Each restricted stock award share represents a contingent right to receive one share of TIVO common stock. |
| 8. Each restricted stock unit represents a contingent right to receive one share of TIVO common stock. |
| Remarks: |
| Anna Felix Attorney-in-Fact for Dustin Finer | 03/03/2017 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||