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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TiVo Corp [ TIVO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/01/2020 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 06/01/2020 | D | 115,103(1) | D | (1) | 0 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (right to buy) | (2) | 06/01/2020 | D | 18,500 | (2) | (2) | Common Strock | 18,500 | (2) | 0 | D | ||||
Employee Stock Option (right to buy) | (2) | 06/01/2020 | D | 25,000 | (2) | (2) | Common Stock | 25,000 | (2) | 0 | D | ||||
Employee Stock Option (right to buy) | (2) | 06/01/2020 | D | 14,797 | (2) | (2) | Common Stock | 14,797 | (2) | 0 | D | ||||
Restricted Stock Unit | (3) | 06/01/2020 | D | 10,054 | (3) | (3) | Common Stock | 10,054 | (3) | 0 | D | ||||
Restricted Stock Unit | (3) | 06/01/2020 | D | 18,123 | (3) | (3) | Common Stock | 18,123 | (3) | 0 | D | ||||
Restricted Stock Unit | (3) | 06/01/2020 | D | 48,846 | (3) | (3) | Common Stock | 48,846 | (3) | 0 | D |
Explanation of Responses: |
1. Shares of common stock of the Issuer were converted into shares of Xperi Holding Corporation, a Delaware corporation ("HoldCo") pursuant to that certain Agreement and Plan of Merger and Reorganization, dated as of December 18, 2019, as amended on January 31, 2020 (the "Merger Agreement"), by and among the Issuer, Xperi Corporation, a Delaware corporation, HoldCo, XRAY Merger Sub Corporation, a Delaware corporation, and TWOLF Merger Sub Corporation, a Delaware corporation. Pursuant to the terms of the Merger Agreement, each share of Issuer common stock was exchanged for 0.455 shares of HoldCo common stock, in addition to cash in lieu of any fractional shares. |
2. Options to purchase common stock of the Issuer, whether vested or unvested, were converted into options to purchase shares of the HoldCo pursuant to the Merger Agreement. Pursuant to the terms of the Merger Agreement, each option to purchase Issuer common stock was automatically converted into an option to purchase HoldCo common stock determined by multiplying the number of shares of Issuer common stock subject to the Issuer stock option by 0.455 (rounded down to the nearest whole share), at an exercise price per share (rounded up to the nearest whole cent) determined by dividing the per-share exercise price of Issuer stock option by 0.455. |
3. Restricted Stock Unit Awards ("Issuer RSUs") of the Issuer were converted into restricted stock unit awards of HoldCo ("HoldCo RSUs") pursuant to the Merger Agreement. Pursuant to the terms of the Merger Agreement, each Issuer RSU was automatically converted into a number of HoldCo RSUs (rounded down to the nearest whole share) determined by multiplying the number of shares of Issuer RSUs by 0.455 on the same terms and conditions. |
Remarks: |
Anna Felix as Attorney-in-Fact for Pamela A. Sergeeff | 06/03/2020 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |