SEC FORM 4

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^*

Sergeeff Pamela A.

(Last)

(First)

(Middle)

C/O TIVO CORPORATION

2 CIRCLE STAR WAY

(Street)

SAN CARLOS

94070

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TiVo Corp [ TIVO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, GENERAL COUNSEL

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2017

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/01/2017		M		20,000⁽¹⁾	A	$0.001	100,066	D
Common Stock	03/01/2017		A		1,946⁽¹⁾	A	$0.001	102,012	D
Common Stock	03/01/2017		M		5,250⁽²⁾	A	$0.001	107,262	D
Common Stock	03/01/2017		M		3,049⁽³⁾	A	$0.001	110,311	D
Common Stock	03/01/2017		F		17,188⁽⁴⁾	D	$18.95	93,123	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁵⁾	03/01/2017		A		10,554		⁽⁷⁾	01/01/2019	Common Stock	10,554	$0	10,554	D
Performance Rights	⁽⁶⁾	03/01/2017		M			20,000⁽¹⁾	03/01/2017	03/01/2017	Common Stock	20,000	$0	0	D
Restricted Stock Units	⁽⁵⁾	03/01/2017		M			5,250⁽²⁾	03/01/2017	03/01/2019	Common Stock	5,250	$0	10,500	D
Restricted Stock Units	⁽⁵⁾	03/01/2017		M			3,049⁽³⁾	03/01/2017	03/01/2020	Common Stock	3,049	$0	9,149	D

Explanation of Responses:

1. Awarded 145% of target based upon performance metrics from the March 1, 2014 performance grant. 21,946 shares are releaseable on March 1, 2017. 20,000 shares released from the March 1, 2014 performance grant; additional 1,946 shares represent shares issued to fulfill earned shares in excess of target.

2. Granted March 1, 2015, this restricted stock unit grant vests over four years with a 25% vesting on each of the annual anniversaries of the grant date.

3. Granted March 1, 2016, this restricted stock unit grant vests over four years with a 25% vesting on each of the annual anniversaries of the grant date.

4. Shares withheld to satisfy tax withholding obligations upon vesting of restricted stock.

5. Each restricted stock unit represents a contingent right to receive one share of TIVO common stock.

6. Each restricted stock award share represents a contingent right to receive one share of TIVO common stock.

7. Granted March 1, 2017, this restricted stock unit grant vests 50% on January 1, 2018 and 50% on January 1, 2019.

Remarks:

	Anna Felix Attorney-in-Fact for Pamela Sergeeff	03/03/2017
	** 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).
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