0001088825-16-000427.txt : 20160908 0001088825-16-000427.hdr.sgml : 20160908 20160908202109 ACCESSION NUMBER: 0001088825-16-000427 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160906 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: Zinn Matthew CENTRAL INDEX KEY: 0001326702 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27141 FILM NUMBER: 161877601 MAIL ADDRESS: STREET 1: 2160 GOLD STREET CITY: ALVISO STATE: CA ZIP: 95002 4 1 edgardoc.xml PRIMARY DOCUMENT X0306 4 2016-09-06 1 0001088825 TIVO INC TIVO 0001326702 Zinn Matthew 2160 GOLD STREET ALVISO CA 95002 0 1 0 0 SVP & General Counsel Common Stock 2016-09-06 4 S 0 55096.0 11.1923 D 157274 D Common Stock 2016-09-07 4 J 0 139187.0 0.0 A 296461 D Common Stock 2016-09-07 4 D 0 296461.0 D 0 D Incentive Stock Option (right to buy) 6.18 2016-09-07 4 D 0 25535.0 D 2007-03-21 2017-03-21 Common Stock 25535 0 D Incentive Stock Option (right to buy) 7.49 2016-09-07 4 D 0 12088.0 D 2010-08-01 2017-06-22 Common Stock 12088 0 D Incentive Stock Option (right to buy) 8.94 2016-09-07 4 D 0 13115.0 D 2008-04-26 2018-03-26 Common Stock 13115 0 D Non-Qualified Stock Option (right to buy) 6.18 2016-09-07 4 D 0 8262.0 D 2007-04-21 2017-03-21 Common Stock 8262 0 D Non-Qualified Stock Option (right to buy) 7.49 2016-09-07 4 D 0 32008.0 D 2010-08-01 2017-06-22 Common Stock 32008 0 D Non-Qualified Stock Option (right to buy) 7.49 2016-09-07 4 D 0 165000.0 D 2011-05-16 2017-06-23 Common Stock 165000 0 D Non-Qualified Stock Option (right to buy) 8.94 2016-09-07 4 D 0 40814.0 D 2008-04-26 2018-03-26 Common Stock 40814 0 D Weighted Average Sales Price - Actual sale prices range from $11.15 - $11.235. The reporting person will provide the SEC staff, the company or a security holder of the company the relevant information regarding sales at each respective price within the range. Includes 139,187 shares of the issuer's common stock subject to performance stock awards. Pursuant to the Merger Agreement (as defined below), upon the effective time of the TiVo Merger (as defined below), (i) each performance stock award will automatically be assumed by Parent (as defined below) and converted into a time-based restricted stock award ("Parent Converted Restricted Stock Award") denominated in shares of Parent's common stock to cover that number of shares of Parent's common stock (rounded down to the nearest whole share) equal to the product of (x) the number of shares of the issuer's common stock underlying such performance stock award (assuming achievement of target-level performance with respect to the applicable performance period) multiplied by (y) 0.5186 and [CONTINUED IN FOLLOWING FOOTNOTE] (ii) each share subject to a performance stock award that was converted into a Parent Converted Restricted Stock Award and deemed to vest at the effective time of the TiVo Merger was cancelled and automatically converted into the right to receive the Merger Consideration, less any required withholdings applicable to such performance stock award (which 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). Each such Parent Converted Restricted Stock Award will be subject to vesting in three equal annual installments that will be deemed to commence as of the original grant date of such award by the issuer. 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, 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. Stock option vested and became exercisable monthly for 48 months beginning 1 month after the grant date. Pursuant to the Merger Agreement, each option was assumed by Parent and automatically converted into an option to purchase 0.5186 shares of Parent's common stock at the exercise price set forth in the Merger Agreement. This performance option was originally granted on 6/23/2010 and vesting was subject to attaining certain performance criteria related to the resolution of our intellectual property litigation against EchoStar. On May 16, 2011 the Compensation Committee determined that the criteria had been met and vesting will commence with 50% (100,000 shares) of the option vesting immediately, and the remaining 50% (100,000 shares) will vest in 24 equal monthly installments. By: Attorney-in-Fact Jacob Starkweaather For: Matthew Zinn 2016-09-08