Statement of Changes in Beneficial Ownership (4)
July 05 2018 - 9:05AM
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, 2160 GOLD STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/4/2018
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(Street)
SAN JOSE, CA 95002
(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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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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(1)
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8/1/2018
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A
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V
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0
(2)
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(2)
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7/1/2021
(3)
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Common Stock
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0
(2)
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$.001
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32172
(2)
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D
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Restricted Stock Units
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(1)
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8/1/2018
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A
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V
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0
(4)
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(4)
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8/1/2022
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Common Stock
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0
(4)
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$.001
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45321
(4)
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D
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Explanation of Responses:
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(1)
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Each restricted stock unit represents a contingent right to receive one share of TIVO common stock.
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(2)
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On July 4, 2018, the Board of Directors approved the grant of performance restricted stock units with a value of $650,000, with such grant to be effective on August 1, 2018 pursuant to the Company's equity award grant policy. The number of performance restricted stock units is to be determined based on the closing price of TiVo Corporation's common stock on July 31, 2018. The vesting of these performance units is based entirely upon the achievement of a three-year relative TSR metric of percentile ranking against a peer group previously established by the TiVo Board of Directors' compensation committee, with the three-year performance period beginning January 1, 2018.
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(3)
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Achievement of performance metric to be measured by the compensation committee during the first compensation committee meeting in 2021 (but no later than June 30, 2021).
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(4)
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On July 4, 2018, the Board of Directors approved the grant of restricted stock units with a value of $650,000, with such grant to be effective on August 1, 2018 pursuant to the Company's equity award grant policy. The number of restricted stock units is to be determined based on the closing price of TiVo Corporation's common stock on July 31, 2018. This restricted stock unit grant vests over four years with 25% vesting on each of the annual anniversaries of the grant date.
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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
2160 GOLD STREET
SAN JOSE, CA 95002
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CFO
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Signatures
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Anna Felix as Attorney-in-Fact for Peter Halt
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7/5/2018
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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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