Sec Form 4 Filing - Zinn Matthew @ TIVO INC - 2016-09-06

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 Zinn Matthew 2. Issuer Name and Ticker or Trading Symbol TIVO INC [ TIVO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP & General Counsel (Last) (First) (Middle) 2160 GOLD STREET 3. Date of Earliest Transaction (MM/DD/YY) 09/06/2016 (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 09/06/2016 S 55,096 D $ 11.1923 ( 1 ) 157,274 D Common Stock 09/07/2016 J 139,187 ( 2 ) A $ 0 ( 3 ) 296,461 D Common Stock 09/07/2016 D 296,461 ( 2 ) D 0 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 Incentive Stock Option (right to buy) $ 6.18 09/07/2016 D 25,535 03/21/2007( 5 ) 03/21/2017 Common Stock 25,535 ( 6 ) 0 D Incentive Stock Option (right to buy) $ 7.49 09/07/2016 D 12,088 08/01/2010( 5 ) 06/22/2017 Common Stock 12,088 ( 6 ) 0 D Incentive Stock Option (right to buy) $ 8.94 09/07/2016 D 13,115 04/26/2008( 5 ) 03/26/2018 Common Stock 13,115 ( 6 ) 0 D Non-Qualified Stock Option (right to buy) $ 6.18 09/07/2016 D 8,262 04/21/2007( 5 ) 03/21/2017 Common Stock 8,262 ( 6 ) 0 D Non-Qualified Stock Option (right to buy) $ 7.49 09/07/2016 D 32,008 08/01/2010( 5 ) 06/22/2017 Common Stock 32,008 ( 6 ) 0 D Non-Qualified Stock Option (right to buy) $ 7.49 09/07/2016 D 165,000 05/16/2011( 7 ) 06/23/2017 Common Stock 165,000 ( 6 ) 0 D Non-Qualified Stock Option (right to buy) $ 8.94 09/07/2016 D 40,814 04/26/2008( 5 ) 03/26/2018 Common Stock 40,814 ( 6 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Zinn Matthew 2160 GOLD STREET ALVISO, CA95002 SVP & General Counsel Signatures By: Attorney-in-Fact Jacob Starkweaather For: Matthew Zinn 09/08/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Weighted Average Sales Price - Actual sale prices range from $11.15 - $11.235. 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 )Includes 139,187 shares of the issuer's common stock subject to performance stock awards. Pursuant to the Merger Agreement (as defined below), upon the effective time of the TiVo Merger (as defined below), (i) each performance stock award will automatically be assumed by Parent (as defined below) and converted into a time-based restricted stock award ("Parent Converted Restricted Stock Award") denominated in shares of Parent's common stock to cover that number of shares of Parent's common stock (rounded down to the nearest whole share) equal to the product of (x) the number of shares of the issuer's common stock underlying such performance stock award (assuming achievement of target-level performance with respect to the applicable performance period) multiplied by (y) 0.5186 and [CONTINUED IN FOLLOWING FOOTNOTE] ( 3 )(ii) each share subject to a performance stock award that was converted into a Parent Converted Restricted Stock Award and deemed to vest at the effective time of the TiVo Merger was cancelled and automatically converted into the right to receive the Merger Consideration, less any required withholdings applicable to such performance stock award (which withholdings were first deducted from the cash portion of the Merger Consideration to reduce the cash delivered to the Reporting Person, and thereafter reduced the number of shares of Parent's common stock delivered to the Reporting Person). Each such Parent Converted Restricted Stock Award will be subject to vesting in three equal annual installments that will be deemed to commence as of the original grant date of such award by the issuer. ( 4 )Pursuant to that certain Agreement and Plan of Merger, dated as of April 28, 2016 (the "Merger Agreement"), by and among the issuer (f/k/a TiVo Inc.), Rovi Corporation, TiVo Corporation (f/k/a Titan Technologies Corporation) ("Parent"), Titan Acquisition Sub, Inc. ("TiVo Merger Sub") and Nova Acquisition Sub, Inc., upon the effective time of the merger of TiVo Merger Sub with and into the issuer, each issued and outstanding share of the issuer's common stock automatically converted into a right to receive (x) 0.3853 validly issued, fully paid and non-assessable shares of Parent's common stock and (y) $2.75 in cash. ( 5 )Stock option vested and became exercisable monthly for 48 months beginning 1 month after the grant date. ( 6 )Pursuant to the Merger Agreement, each option was assumed by Parent and automatically converted into an option to purchase 0.5186 shares of Parent's common stock at the exercise price set forth in the Merger Agreement. ( 7 )This performance option was originally granted on 6/23/2010 and vesting was subject to attaining certain performance criteria related to the resolution of our intellectual property litigation against EchoStar. On May 16, 2011 the Compensation Committee determined that the criteria had been met and vesting will commence with 50% (100,000 shares) of the option vesting immediately, and the remaining 50% (100,000 shares) will vest in 24 equal monthly installments.

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