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Filing Details

Accession Number:: 0001088825-16-000421
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2016-09-08 20:19:54
Reporting Period:: 2016-09-06

Filing Date:: 2016-09-08
Accepted Time:: 2016-09-08 20:19:54
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1088825	Tivo Inc	TIVO	Cable & Other Pay Television Services (4841)	770463167

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1567846	Pavel Kovar	2160 Gold Street Alviso CA 95002	Svp Finance	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Disposition	2016-09-06	50,000	$11.20	136,581	No	4	S	Direct
Common Stock	Acquisiton	2016-09-07	80,000	$0.00	216,581	No	4	J	Direct
Common Stock	Disposition	2016-09-07	216,581	$0.00	0	No	4	D	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	S	Direct
No	4	J	Direct
No	4	D	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Incentive Stock Option (right to buy)	Disposition	2016-09-07	2,813	$0.00	2,813	$7.38
Common Stock	Incentive Stock Option (right to buy)	Disposition	2016-09-07	5,938	$0.00	5,938	$9.18

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2010-08-01	2017-06-29	No	4	D	Direct
0	2010-08-26	2017-07-26	No	4	D	Direct

Footnotes

Weighted Average Sales Price - Actual sale prices range from $11.19 - $11.205. 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.
The beneficial holdings include 2,997 shares purchased through the Employee Stock Purchase Plan on 8/15/16.
Includes 80,000 shares of the issuer's common stock subject to performance stock awards. . Pursuant to the Merger Agreement (as defined below), upon the effective time of the TiVo Merger (as defined below), (i) each performance stock award will automatically be assumed by Parent (as defined below) and converted into a time-based restricted stock award ("Parent Converted Restricted Stock Award") denominated in shares of Parent's common stock to cover that number of shares of Parent's common stock (rounded down to the nearest whole share) equal to the product of (x) the number of shares of the issuer's common stock underlying such performance stock award (assuming achievement of target-level performance with respect to the applicable performance period) multiplied by (y) 0.5186 and [CONTINUED IN FOLLOWING FOOTNOTE]
(ii) each share subject to a performance stock award that was converted into a Parent Converted Restricted Stock Award and deemed to vest at the effective time of the TiVo Merger was cancelled and automatically converted into the right to receive the Merger Consideration, less any required withholdings applicable to such performance stock award (which withholdings were first deducted from the cash portion of the Merger Consideration to reduce the cash delivered to the Reporting Person, and thereafter reduced the number of shares of Parent's common stock delivered to the Reporting Person). Each such Parent Converted Restricted Stock Award will be subject to vesting in three equal annual installments that will be deemed to commence as of the original grant date of such award by the issuer.
Pursuant to that certain Agreement and Plan of Merger, dated as of April 28, 2016 (the "Merger Agreement"), by and among the issuer (f/k/a TiVo Inc.), Rovi Corporation, TiVo Corporation (f/k/a Titan Technologies Corporation) ("Parent"), Titan Acquisition Sub, Inc. ("TiVo Merger Sub") and Nova Acquisition Sub, Inc., upon the effective time of the merger of TiVo Merger Sub with and into the issuer, each issued and outstanding share of the issuer's common stock automatically converted into a right to receive (x) 0.3853 validly issued, fully paid and non-assessable shares of Parent's common stock and (y) $2.75 in cash.
Stock option vested and became exercisable monthly for 48 months beginning 1 month after the grant date.
Pursuant to the Merger Agreement, each option was assumed by Parent and automatically converted into an option to purchase 0.5186 shares of Parent's common stock at the exercise price set forth in the Merger Agreement.