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*
PERRY MARK W

(Last) (First) (Middle)
1119 ST. PAUL STREET

(Street)
BALTIMORE MD 21202

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TIVO INC [ TIVO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/30/2005
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. 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
Common Stock 06/30/2005 X 732,950 A $5 732,950 I See Note 1(1)
Common Stock 06/30/2005 X 532,978 D $6.876 199,972 I See Note 1(1)
Common Stock 06/30/2005 S 199,972 D $6.7256 0 I See Note 1(1)
Common Stock 06/30/2005 S 2,317 D $6.7256 0 I See Note 2(2)
Common Stock 06/30/2005 S 1,241 D $6.7256 0 I See Note 3(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Warrant $5 06/30/2005 X 732,950 (4) 10/07/2005 Common Stock 732,950 (5) 0 I See Note 1(1)
Explanation of Responses:
1. The reporting person is a general partner of NEA Partners 10, Limited Partnership, which is the general partner of New Enterprise Associates 10, Limited Partnership ("NEA 10"). The reporting person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 10 shares in which the reporting person has no actual pecuniary interest therein.
2. The reporting person is a general partner of NEA Partners VIII, Limited Partnership, which is the general partner of New Enterprise Associates VIII, Limited Partnership ("NEA VIII"). The reporting person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA VIII shares in which the reporting person has no actual pecuniary interest therein.
3. The reporting person is a member of New Enterprise Associates LLC ("NEA LLC"). The reporting person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA LLC shares in which the reporting person has no actual pecuniary interest therein.
4. Immediately
5. Warrant net-exercised at 10 day closing average of $6.876. This warrant was originally acquired on October 8, 2002.
Remarks:
In addition to the holdings reported herein, the reporting person directly holds options for 45,000 common shares and indirectly holds: (i) 2,355 common shares in the Perry Residential Trust dated 3/27/99, as amended, Mark W. & Mauree Jane Perry, Trustees, (ii) 2 common shares in the MWP Revocable Trust dated 12/01/98, (iii) warrants for 732,950 common shares in New Enterprise Associates 10, Limited Partnership ("NEA 10 Shares"), and (iv) 43,756 common shares in the Perry Investment Partnership. The reporting person is a general partner of NEA Partners 10, L.P. (which is in turn the general partner of New Enterprise Associates 10, Limited Partnership). The reporting person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 10 Shares in which the reporting person has no actual pecuniary interest therein. These holdings have been previously reported.
Louis S. Citron, attorney-in-fact 07/01/2005
** 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.