Sec Form 4 Filing - ROGERS THOMAS S @ TIVO INC - 2012-12-31

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ROGERS THOMAS S 2. Issuer Name and Ticker or Trading Symbol TIVO INC [ TIVO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 2160 GOLD STREET 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2012 (Street) ALVISO, CA95002 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 12/31/2012 M 174,216 A $ 6.52 1,381,042 D Common Stock 12/31/2012 S 174,216 D $ 12.1657 ( 1 ) 1,206,826 D Common Stock 12/31/2012 M 107,628 A $ 6.74 1,314,454 D Common Stock 12/31/2012 S 107,628 D $ 12.2204 ( 2 ) 1,206,826 D Common Stock 12/31/2012 M 29,672 A $ 6.74 1,236,498 D Common Stock 12/31/2012 S 29,672 D $ 12.2204 ( 2 ) 1,206,826 D Common Stock 12/31/2012 M 30,000 A $ 9.05 1,236,826 D Common Stock 12/31/2 012 S 30,000 D $ 12.2689 ( 3 ) 1,206,826 D Common Stock 12/31/2012 M 20,000 A $ 7.4 1,226,826 D Common Stock 12/31/2012 S 20,000 D $ 12.2689 ( 3 ) 1,206,826 D Common Stock 12/31/2012 M 112,700 A $ 6.74 1,319,526 D Common Stock 12/31/2012 S 112,700 D $ 12.2116 ( 4 ) 1,206,826 ( 5 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Non-Qualified Stock Option (right to buy) $ 6.52 12/31/2012 M 174,216 08/01/2005 07/01/2015 Common Stock 174,216 $ 6.52 749,099 D Non-Qualified Stock Option (right to buy) $ 6.74 12/31/2012 M 107,628 11/11/2004 10/11/2014 Common Stock 107,628 $ 6.74 142,372 D Non-Qualified Stock Option (right to buy) $ 6.74 12/31/2012 M 29,672 11/11/2004 10/11/2014 Common Stock 29,672 $ 6.74 112,700 D Non-Qualified Stock Option (right to buy) $ 6.74 12/31/2012 M 112,700 11/11/2004 10/11/2014 Common Stock 112,700 $ 6.74 0 D Non-Qualified Stock Option (right to buy) $ 7.4 12/31/2012 M 20,000 10/25/2003 09/25/2013 Common Stock 20,000 $ 7.4 0 D Non-Qualified Stock Option (right to buy) $ 9.05 12/31/2012 M 30,000 04/28/2004 03/28/2014 Common Stock 30,000 $ 9.05 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ROGERS THOMAS S 2160 GOLD STREET ALVISO, CA95002 X President and CEO Signatures By: Attorney-in-fact Sheryl Andersen For: Thomas S. Rogers 01/02/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Weighted Average Sales Price - Actual sale prices range from $12.15 - $12.20. 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. ( 2 )Weighted Average Sales Price - Actual sale prices range from $12.20 - $12.26. 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. ( 3 )Weighted Average Sales Price - Actual sale prices range from $12.23 - $12.31. 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. ( 4 )Weighted Average Sales Price - Actual sale prices range from $12.17 - $12.30. 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. ( 5 )As of December 31, 2012, Mr. Rogers' beneficial ownership after the exercise of the reported transactions is 5,371,417 shares. This Includes 3,694,242 shares Mr. Rogers has the right to acquire pursuant to outstanding options exercisable within 60 days of December 31, 2012. Also included in these numbers are 470,349 shares Mr. Rogers could attain upon the exercises of his stock appreciation rights within 60 days of December 31, 2012 (based on the closing share price of $12.31 on December 31, 2012). Also includes 650,000 shares of restricted stock, which cannot be sold or transferred by Mr. Rogers prior to their vesting. These shares are otherwise generally subject to forfeiture back to TiVo upon Mr. Rogers' cessation of employment or service with TiVo under certain defined circumstances prior to the vesting of the shares. Also included in this amount is 233,310 RSUs that will vest within 60 days of December 31, 2012.

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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