0001088825-16-000424.txt : 20160908 0001088825-16-000424.hdr.sgml : 20160908 20160908202032 ACCESSION NUMBER: 0001088825-16-000424 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160907 FILED AS OF DATE: 20160908 DATE AS OF CHANGE: 20160908 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TIVO INC CENTRAL INDEX KEY: 0001088825 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 770463167 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 BUSINESS ADDRESS: STREET 1: 2160 GOLD STREET CITY: SAN JOSE STATE: CA ZIP: 95002 BUSINESS PHONE: 408-519-9100 MAIL ADDRESS: STREET 1: 2160 GOLD STREET CITY: SAN JOSE STATE: CA ZIP: 95002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ROGERS THOMAS S CENTRAL INDEX KEY: 0001264973 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27141 FILM NUMBER: 161877598 MAIL ADDRESS: STREET 1: C/O TIVO INC STREET 2: 2160 GOLD ST CITY: ALVISO STATE: CA ZIP: 95002 4 1 edgardoc.xml PRIMARY DOCUMENT X0306 4 2016-09-07 1 0001088825 TIVO INC TIVO 0001264973 ROGERS THOMAS S 2160 GOLD STREET ALVISO CA 95002 1 0 0 0 Common Stock 2016-09-07 4 D 0 2523756.0 D 0 D Non-Qualified Stock Option (right to buy) 6.18 2016-09-07 4 D 0 983818.0 D 2007-04-21 2017-03-21 Common Stock 983818 0 D Non-Qualified Stock Option (right to buy) 8.94 2016-09-07 4 D 0 500000.0 D 2008-04-26 2018-03-26 Common Stock 500000 0 D 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 (the "TiVo Merger"), 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 (the "Merger Consideration"). Stock option vested and became exercisable monthly for 48 months beginning 1 month after the grant date. Pursuant to the Merger Agreement, upon the effective time of the TiVo Merger, each outstanding option was cancelled and automatically converted into the right to receive the Merger Consideration, less the exercise price and any required withholdings applicable to such stock option (which exercise price and 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). By: Attorney-in-Fact Jacob Starkweaather For: Thomas S. Rogers 2016-09-08