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