Sec Form 4 Filing - ROGERS THOMAS S @ TIVO INC - 2015-01-12

Insider filing report for Changes in Beneficial Ownership
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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)
01/12/2015
(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 01/12/2015 M 37,455 A $ 6.52 1,958,656 D
Common Stock 01/12/2015 S( 1 ) 37,455 D $ 10.6166 ( 2 ) 1,921,201 D
Common Stock 01/12/2015 D( 3 ) 30,496 D $ 10.69 1,890,705 D
Common Stock 01/12/2015 F( 4 ) 7,203 D $ 10.69 1,883,502 D
Common Stock 01/12/2015 M 50,000 A $ 6.52 1,933,502 D
Common Stock 01/13/2015 S( 1 ) 12,301 D $ 10.7252 ( 5 ) 1,921,201 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 01/12/2015 M 37,455 08/01/2005 07/01/2015 Common Stock 37,455 $ 6.52 711,644 D
Stock Appreciation Rights $ 6.52 01/12/2015 M 50,000 08/01/2005 07/01/2015 Common Stock 50,000 $ 6.52 950,000 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 Phyllis Mesec For: Thomas S. Rogers 01/14/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares were sold under a 10b5-1 plan that the reporting person entered into on 12/12/2014 and includes only those stock options and stock appreciation rights with an expiration date of 7/1/2015.
( 2 )Weighted Average Sales Price - Actual sale prices range from $10.58 - $10.67. 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 )The cost of the 50,000 shares was $326,000 equal to 30,496 shares of TiVo stock, with a remainder of 19,504 shares of which 7,203 were withheld for taxes and 12,301 sold on 1/13/15.
( 4 )These shares have been surrendered to the Company to pay taxes applicable to the exercising of Stock Appreciation Rights.
( 5 )Weighted Average Sales Price - Actual sale prices range from $10.69 - $10.76. 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.

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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