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) 12/01/2017 | ||||||||||||||||||||||||||
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 |
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 | (1) | 12/01/2017 | A | 800,000 | (2) | 03/16/2021(3) | Common Stock | 800,000 | $0 | 800,000 | D | ||||
Restricted Stock Unit | (1) | 12/01/2017 | A | 53,584 | (4) | 01/28/2019 | Common Stock | 53,584 | $0 | 53,584 | D | ||||
Restricted Stock Unit | (1) | 12/01/2017 | A | 52,347 | (5) | 01/29/2019 | Common Stock | 52,347 | $0 | 52,347 | D | ||||
Restricted Stock Unit | (1) | 12/01/2017 | A | 63,968 | (6) | 08/02/2019 | Common Stock | 63,968 | $0 | 63,968 | D | ||||
Restricted Stock Unit | (1) | 12/01/2017 | A | 65,205 | (7) | 01/26/2020 | Common Stock | 65,205 | $0 | 65,205 | D | ||||
Restricted Stock Unit | (1) | 12/01/2017 | A | 53,584 | (8) | 01/28/2020 | Common Stock | 53,584 | $0 | 53,584 | D | ||||
Restricted Stock Unit | (1) | 12/01/2017 | A | 21,735 | (9) | 01/26/2021 | Common Stock | 21,735 | $0 | 21,735 | D |
Explanation of Responses: |
1. Each restricted stock unit represents a contingent right to receive one share of TIVO common stock. |
2. Granted 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. |
3. Measurement 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). |
4. Granted December 1, 2017, this restricted stock unit award will vest 100% on January 28, 2019. |
5. Granted December 1, 2017, this restricted stock unit award will vest 100% on January 29, 2019. |
6. Granted December 1, 2017, this restricted stock unit award will vest 100% on August 2, 2019. |
7. Granted December 1, 2017, this restricted stock unit award will vest 100% on January 26, 2020. |
8. Granted December 1, 2017, this restricted stock unit award will vest 100% on January 28, 2020. |
9. Granted December 1, 2017, this restricted stock unit award will vest 100% on January 26, 2021. |
Remarks: |
Anna Felix as Attorney-in-Fact for Enrique Rodriguez | 12/04/2017 | |
** 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. |