Sec Form 4 Filing - MILNE MATTHEW @ TiVo Corp - 2020-06-01

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 MILNE MATTHEW 2. Issuer Name and Ticker or Trading Symbol TiVo Corp [ TIVO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Revenue Officer (Last) (First) (Middle) C/O TIVO CORPORATION, 2160 GOLD STREET 3. Date of Earliest Transaction (MM/DD/YY) 06/01/2020 (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 Common Stock 06/01/2020 D 74,767 ( 1 ) 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 Employee Stock Option (right to buy) ( 2 ) 06/01/2020 D 14,000 ( 2 ) ( 2 ) Common Stock 14,000 ( 2 ) 0 D Restricted Stock Unit ( 3 ) 06/01/2020 D 5,000 ( 3 ) ( 3 ) Common Stock 5,000 ( 3 ) 0 D Restricted Stock Unit ( 3 ) 06/01/2020 D 12,000 ( 3 ) ( 3 ) Common Stock 12,000 ( 3 ) 0 D Restricted Stock Unit ( 3 ) 06/01/2020 D 20,911 ( 3 ) ( 3 ) Common Stock 20,911 ( 3 ) 0 D Restricted Stock Unit ( 3 ) 06/01/2020 D 67,842 ( 3 ) ( 3 ) Common Stock 67,842 ( 3 ) 0 D Performance Stock Unit ( 4 ) 06/01/2020 D 27,777 ( 4 ) ( 4 ) Common Stock 27,777 ( 4 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MILNE MATTHEW C/O TIVO CORPORATION 2160 GOLD STREET SAN JOSE, CA95002 Chief Revenue Officer Signatures Anna Felix as Attorney-in-Fact for Matthew Milne 06/03/2020 Signature of Reporting Person Date

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. ( 4 )Performance Stock Unit Awards ("Issuer PSUs") of the Issuer that were deliverable based on performance milestones achieved as of the consummation of the mergers contemplated by the Merger Agreement were deemed vested upon the consummation of the mergers contemplated by the Merger Agreement and converted into shares of HoldCo common stock by multiplying the number of shares of Issuer common stock subject to the Issuer PSUs by 0.455.

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