Sec Form 4 Filing - MOLONEY DANIEL M @ TiVo Corp - 2020-06-01

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
MOLONEY DANIEL M
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
_____ Officer (give title below) _____ Other (specify below)
(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 28,983 ( 1 ) D 0 D
Common Stock 06/01/2020 D 21,709 ( 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MOLONEY DANIEL M
C/O TIVO CORPORATION
2160 GOLD STREET
SAN JOSE, CA95002
X
Signatures
Anna Felix as Attorney-in-Fact for Daniel M. Moloney 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 )Shares of common stock of the Issuer, subject to a restricted stock award, were converted into shares of HoldCo pursuant to the Merger Agreement. Pursuant to the terms of the Merger Agreement, each share of Issuer common stock was exchanged for 0.455 shares of HoldCo common stock.

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