Sec Form 4 Filing - Rodriguez Enrique @ TiVo Corp - 2017-12-01

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
Rodriguez Enrique
2. Issuer Name and Ticker or Trading Symbol
TiVo Corp [ 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 & CEO
(Last) (First) (Middle)
C/O TIVO CORPORATION, 2160 GOLD STREET
3. Date of Earliest Transaction (MM/DD/YY)
12/01/2017
(Street)
SAN JOSE, 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
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
Performance Rights ( 1 ) 12/01/2017 A 800,000 ( 2 ) 03/16/2021( 3 ) Common Stock 800,000 $ 0 800,000 D
Restricted Stock Unit ( 1 ) 12/01/2017 A 53,584 ( 4 ) 01/28/2019 Common Stock 53,584 $ 0 53,584 D
Restricted Stock Unit ( 1 ) 12/01/2017 A 52,347 ( 5 ) 01/29/2019 Common Stock 52,347 $ 0 52,347 D
Restricted Stock Unit ( 1 ) 12/01/2017 A 63,968 ( 6 ) 08/02/2019 Common Stock 63,968 $ 0 63,968 D
Restricted Stock Unit ( 1 ) 12/01/2017 A 65,205 ( 7 ) 01/26/2020 Common Stock 65,205 $ 0 65,205 D
Restricted Stock Unit ( 1 ) 12/01/2017 A 53,584 ( 8 ) 01/28/2020 Common Stock 53,584 $ 0 53,584 D
Restricted Stock Unit ( 1 ) 12/01/2017 A 21,735 ( 9 ) 01/26/2021 Common Stock 21,735 $ 0 21,735 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Rodriguez Enrique
C/O TIVO CORPORATION
2160 GOLD STREET
SAN JOSE, CA95002
X President & CEO
Signatures
Anna Felix as Attorney-in-Fact for Enrique Rodriguez 12/04/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each restricted stock unit represents a contingent right to receive one share of TIVO common stock.
( 2 )Granted December 1, 2017, the earning and vesting of these performance units, and the conditions associated therewith, is set forth in that certain offer letter agreement between the reporting person and TiVo Corporation dated November 5, 2017 filed by TiVo Corporation with the Securities and Exchange Commission as Exhibit 10.1 to Form 8-K on November 13, 2017, and is based on the achievement of either (i) an Average Annual TSR for the performance period beginning November 13, 2017 and ending December 31, 2020 or (ii) a Stock Price Achievement during the performance period beginning November 13, 2017 and ending December 31, 2020.
( 3 )Measurement of achievement of performance metric to be certified by the Compensation Committee during the first regularly scheduled Compensation Committee meeting in 2021 (but no later than March 15, 2021).
( 4 )Granted December 1, 2017, this restricted stock unit award will vest 100% on January 28, 2019.
( 5 )Granted December 1, 2017, this restricted stock unit award will vest 100% on January 29, 2019.
( 6 )Granted December 1, 2017, this restricted stock unit award will vest 100% on August 2, 2019.
( 7 )Granted December 1, 2017, this restricted stock unit award will vest 100% on January 26, 2020.
( 8 )Granted December 1, 2017, this restricted stock unit award will vest 100% on January 28, 2020.
( 9 )Granted December 1, 2017, this restricted stock unit award will vest 100% on January 26, 2021.

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