FORM 4 [X] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

MILNE MATTHEW
2. Issuer Name and Ticker or Trading Symbol

TiVo Corp [ TIVO ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Revenue Officer
(Last)          (First)          (Middle)

C/O TIVO CORPORATION, 2160 GOLD STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

6/1/2020
(Street)

SAN JOSE, CA 95002
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 6/1/2020  D  74767 (1)D (1)0 D 
 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Option (right to buy)  (2)6/1/2020  D     14000   (2) (2)Common Stock 14000  (2)0 D 
 
Restricted Stock Unit  (3)6/1/2020  D     5000   (3) (3)Common Stock 5000  (3)0 D 
 
Restricted Stock Unit  (3)6/1/2020  D     12000   (3) (3)Common Stock 12000  (3)0 D 
 
Restricted Stock Unit  (3)6/1/2020  D     20911   (3) (3)Common Stock 20911  (3)0 D 
 
Restricted Stock Unit  (3)6/1/2020  D     67842   (3) (3)Common Stock 67842  (3)0 D 
 
Performance Stock Unit  (4)6/1/2020  D     27777   (4) (4)Common Stock 27777  (4)0 D 
 

Explanation of Responses:
(1) Shares of common stock of the Issuer were converted into shares of Xperi Holding Corporation, a Delaware corporation ("HoldCo") pursuant to that certain Agreement and Plan of Merger and Reorganization, dated as of December 18, 2019, as amended on January 31, 2020 (the "Merger Agreement"), by and among the Issuer, Xperi Corporation, a Delaware corporation, HoldCo, XRAY Merger Sub Corporation, a Delaware corporation, and TWOLF Merger Sub Corporation, a Delaware corporation. Pursuant to the terms of the Merger Agreement, each share of Issuer common stock was exchanged for 0.455 shares of HoldCo common stock, in addition to cash in lieu of any fractional shares.
(2) Options to purchase common stock of the Issuer, whether vested or unvested, were converted into options to purchase shares of the HoldCo pursuant to the Merger Agreement. Pursuant to the terms of the Merger Agreement, each option to purchase Issuer common stock was automatically converted into an option to purchase HoldCo common stock determined by multiplying the number of shares of Issuer common stock subject to the Issuer stock option by 0.455 (rounded down to the nearest whole share), at an exercise price per share (rounded up to the nearest whole cent) determined by dividing the per-share exercise price of Issuer stock option by 0.455.
(3) Restricted Stock Unit Awards ("Issuer RSUs") of the Issuer were converted into restricted stock unit awards of HoldCo ("HoldCo RSUs") pursuant to the Merger Agreement. Pursuant to the terms of the Merger Agreement, each Issuer RSU was automatically converted into a number of HoldCo RSUs (rounded down to the nearest whole share) determined by multiplying the number of shares of Issuer RSUs by 0.455 on the same terms and conditions.
(4) Performance Stock Unit Awards ("Issuer PSUs") of the Issuer that were deliverable based on performance milestones achieved as of the consummation of the mergers contemplated by the Merger Agreement were deemed vested upon the consummation of the mergers contemplated by the Merger Agreement and converted into shares of HoldCo common stock by multiplying the number of shares of Issuer common stock subject to the Issuer PSUs by 0.455.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
MILNE MATTHEW
C/O TIVO CORPORATION
2160 GOLD STREET
SAN JOSE, CA 95002


Chief Revenue Officer

Signatures
Anna Felix as Attorney-in-Fact for Matthew Milne6/3/2020
**Signature of Reporting PersonDate

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