Statement of Changes in Beneficial Ownership (4)
March 03 2017 - 5:48PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
HALT PETER
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2. Issuer Name
and
Ticker or Trading Symbol
TiVo Corp
[
TIVO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
CFO
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(Last)
(First)
(Middle)
C/O TIVO CORPORATION, 2 CIRCLE STAR WAY
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/1/2017
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(Street)
SAN CARLOS, CA 94070
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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3/1/2017
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M
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19034
(1)
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A
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$.001
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161330
(2)
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D
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Common Stock
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3/1/2017
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A
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3466
(1)
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A
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$.001
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164796
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D
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Common Stock
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3/1/2017
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M
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25000
(3)
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A
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$.001
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189796
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D
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Common Stock
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3/1/2017
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A
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2434
(3)
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A
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$.001
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192230
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D
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Common Stock
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3/1/2017
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M
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7000
(4)
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A
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$.001
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199230
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D
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Common Stock
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3/1/2017
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M
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4574
(5)
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A
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$.001
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203804
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D
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Common Stock
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3/1/2017
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M
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6916
(6)
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A
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$.001
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210720
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D
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Common Stock
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3/1/2017
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M
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5044
(7)
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A
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$.001
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215764
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D
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Common Stock
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3/1/2017
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F
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43634
(8)
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D
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$18.95
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172130
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Performance Rights
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(9)
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3/1/2017
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M
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19034
(1)
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3/1/2017
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3/1/2017
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Common Stock
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19034
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$0
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0
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D
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Performance Rights
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(9)
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3/1/2017
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M
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25000
(3)
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3/1/2017
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3/1/2017
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Common Stock
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25000
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$0
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0
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D
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Restricted Stock Units
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(10)
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3/1/2017
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M
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7000
(4)
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3/1/2017
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3/1/2019
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Common Stock
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7000
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$0
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14000
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D
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Restricted Stock Units
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(10)
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3/1/2017
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M
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4574
(5)
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3/1/2017
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3/1/2020
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Common Stock
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4574
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$0
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13723
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D
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Retricted Stock Units
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(10)
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3/1/2017
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M
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6916
(6)
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3/1/2017
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3/1/2018
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Common Stock
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6916
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$0
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6916
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D
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Restricted Stock Units
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(10)
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3/1/2017
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M
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5044
(7)
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3/1/2017
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3/1/2019
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Common Stock
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5044
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$0
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10087
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D
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Explanation of Responses:
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(
1)
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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.
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(
2)
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Includes 2,370 shares purchased on January 31, 2017 pursuant to the company's Employee Stock Purchase Plan (ESPP).
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(
3)
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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.
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(
4)
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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.
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(
5)
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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.
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(
6)
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Granted March 1, 2015, this performance award was based entirely on a three-year performance period and was eligible to vest after three years based upon the achievement of the following two factors, each weighted equally: (i) a three-year relative TSR metric of percentile ranking against a peer group established by our compensation committee, and (ii) three-year revenue compound annual growth rate and margin targets. Pursuant to the award agreement, upon the completion of the TiVo acquisition on September 7, 2016, performance was calculated for the period ending on that date and vested on a pro rata basis based on the proportion of (a) the number of days of service rendered from March 1, 2015 to September 7, 2016 to (b) the total number of days from March 1, 2015 to March 1, 2018. Accordingly, 14,168 shares were cancelled. Any unvested shares thereafter vest ratably through March 1, 2018, subject to continued service to the Company.
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(
7)
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Granted March 1, 2016, this performance award was based entirely on a three-year performance period and was eligible to vest after three years based upon the achievement of the following two factors, each weighted equally: (i) a three-year relative TSR metric of percentile ranking against a peer group established by our compensation committee, and (ii) three-year revenue compound annual growth rate and margin targets. Pursuant to the award agreement, upon the completion of the TiVo acquisition on September 7, 2016, performance was calculated for the period ending on that date and vested on a pro rata basis based on the proportion of (a) the number of days of service rendered from March 1, 2016 to September 7, 2016 to (b) the total number of days from March 1, 2016 to March 1, 2019. Any unvested shares thereafter vest ratably through March 1, 2019, subject to continued service to the Company.
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(
8)
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Shares withheld to satisfy tax withholding obligations upon vesting of restricted stock.
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(
9)
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Each restricted stock award share represents a contingent right to receive one share of TIVO common stock.
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(
10)
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Each restricted stock unit represents a contingent right to receive one share of TIVO common stock.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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HALT PETER
C/O TIVO CORPORATION
2 CIRCLE STAR WAY
SAN CARLOS, CA 94070
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CFO
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Signatures
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Anna Felix Attorney-in-Fact for Peter Halt
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3/3/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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