0001593678-16-000191.txt : 20160909 0001593678-16-000191.hdr.sgml : 20160909 20160909184305 ACCESSION NUMBER: 0001593678-16-000191 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160907 FILED AS OF DATE: 20160909 DATE AS OF CHANGE: 20160909 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TiVo Corp CENTRAL INDEX KEY: 0001675820 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 611793262 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2 CIRCLE STAR WAY CITY: SAN CARLOS STATE: CA ZIP: 94070 BUSINESS PHONE: 408-562-8400 MAIL ADDRESS: STREET 1: 2 CIRCLE STAR WAY CITY: SAN CARLOS STATE: CA ZIP: 94070 FORMER COMPANY: FORMER CONFORMED NAME: Titan Technologies Corp DATE OF NAME CHANGE: 20160527 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HALT PETER CENTRAL INDEX KEY: 0001286180 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37870 FILM NUMBER: 161879728 MAIL ADDRESS: STREET 1: 6922 HOLLYWOOD BLVD., 4TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90028 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2016-09-07 0001675820 TiVo Corp TIVO 0001286180 HALT PETER C/O TIVO CORPORATION 2 CIRCLE STAR WAY SAN CARLOS CA 94070 0 1 0 0 CFO Common Stock 2016-09-07 4 A 0 146128 A 146128 D Employee Stock Option (right to buy) 23.48 2016-09-07 4 A 0 75000 0 A 2019-06-01 Common Stock 75000 75000 D Performance Rights 2016-09-07 4 A 0 19034 0 A 2017-03-01 Common Stock 19034 19034 D Employee Stock Option (right to buy) 24.84 2016-09-07 4 A 0 23000 0 A 2021-03-01 Common Stock 23000 23000 D Performance Rights 2016-09-07 4 A 0 25000 0 A 2017-03-01 Common Stock 25000 25000 D Employee Stock Option (right to buy) 24.88 2016-09-07 4 A 0 40000 0 A 2022-03-01 Common Stock 40000 40000 D Restricted Stock Units 2016-09-07 4 A 0 21000 0 A 2019-03-01 Common Stock 21000 21000 D Performance Rights 2016-09-07 4 A 0 28000 0 A 2018-03-01 Common Stock 28000 28000 D Employee Stock Option (right to buy) 23.44 2016-09-07 4 A 0 22195 0 A 2023-03-01 Common Stock 22195 22195 D Restricted Stock Units 2016-09-07 4 A 0 18297 0 A 2020-03-01 Common Stock 18297 18297 D Performance Rights 2016-09-07 4 A 0 18297 0 A 2019-03-01 Common Stock 18297 18297 D Acquired pursuant to that certain Agreement and Plan of Merger, dated as of April 28, 2016 (the "Merger Agreement"), by and among the issuer, TiVo Corporation (f/k/a Titan Technologies Corporation), TiVo Inc., Titan Merger Sub, Inc., and Nova Acquisition Sub, Inc., and related statutory merger agreement between Nova Acquisition Sub, Inc. and issuer (the "Rovi Merger Agreement"), in a one-for-one exchange of TiVo Corporation common stock. All outstanding derivative securities, which include options, restricted stock units and performance rights, were assumed by TiVo Corporation pursuant to the Merger Agreement and the Rovi Merger Agreement and were converted into an equivalent number of shares of options, restricted stock units and performance rights, respectively, of TiVo Corporation common stock, at equivalent exercise prices and under the same terms and conditions as the original award. Each restricted stock award represents a contingent right to receive one share of TIVO common stock. Each restricted stock unit represents a contingent right to receive one share of TIVO common stock. Original grant date June 1, 2012. Fully vested June 1, 2016. Original grant date March 1, 2013, vests over a period of up to four years based on the achievement of total annual (measured on a calendar year basis) adjusted pro forma operating profit performance metrics. Original grant date March 1, 2014, vests one-fourth (1/4) on the first anniversary of the date of grant and the remaining three-fourths (3/4) vests in equal monthly increments over the next three years. Original grant date March 1, 2014, will be measured over a period of three years based on the achievement of total annual adjusted pro forma revenue and adjusted pro forma operating profit performance metrics (each measured on a calendar year basis). At the end of the three-year period, an average vesting factor will be applied to the total grant amount to determine the total amount eligible to vest based on achievement of the performance metrics. A modifier based upon total shareholder return over the three-year period will then be applied to determine the actual amount of shares to be vested. Original grant date March 1, 2015, vests one-fourth (1/4) on the first anniversary of the date of grant and the remaining three-fourths (3/4) vests in equal monthly increments over the next three years. Original grant date March 1, 2015, vests over four years with a 25% vesting on each of the annual anniversaries of the grant date. Original grant date March 1, 2015, based entirely on a three-year performance period and are eligible to vest after three years based upon the achievement of the following two factors, each weighted equally: (i) a three-year relative TSR metric of percentile ranking against a peer group established by our compensation committee, and (ii) three-year revenue compound annual growth rate and margin targets. Original grant date March 1, 2016, vests one-fourth (1/4) on the first anniversary of the date of grant and the remaining three-fourths (3/4) vests in equal monthly increments over the next three years. Original grant date March 1, 2016, vests over four years with a 25% vesting on each of the annual anniversaries of the grant date. Original grant date March 1, 2016, based entirely on a three-year performance period and are eligible to vest after three years based upon the achievement of the following two factors, each weighted equally: (i) a three-year relative TSR metric of percentile ranking against a peer group established by our compensation committee, and (ii) three-year revenue compound annual growth rate and margin targets. Sandy Kalina Attorney-in-Fact for Peter Halt 2016-09-09