SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MILNE MATTHEW

(Last)

(First)

(Middle)

C/O TIVO CORPORATION

2160 GOLD STREET

(Street)

SAN JOSE

95002

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/01/2019		M		6,000⁽¹⁾	A	$0.001	66,150	D
Common Stock	07/01/2019		M		6,970⁽²⁾	A	$0.001	73,120	D
Common Stock	07/01/2019		F		4,485⁽³⁾	D	$7.23	68,635	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁴⁾	07/01/2019		M			6,000	⁽¹⁾	07/01/2021	Common Stock	6,000	$0.001	54,256	D
Restricted Stock Units	⁽⁴⁾	07/01/2019		M			6,970	⁽²⁾	07/01/2022	Common Stock	6,970	$0.001	47,286	D
Performance Rights	⁽⁴⁾	07/01/2019		A		67,842		⁽⁵⁾	07/01/2022⁽⁶⁾	Common Stock	67,842	$0.001	123,500	D
Restricted Stock Units	⁽⁴⁾	07/01/2019		A		67,842		⁽⁷⁾	07/01/2023	Common Stock	67,842	$0.001	115,128	D

Explanation of Responses:

1. Granted July 1, 2017, this restricted stock unit grant vests over four years with 25% vesting on each of the annual anniversaries of the grant date.

2. Granted July 1, 2018, this restricted stock unit grant vests over four years with 25% vesting on each of the annual anniversaries of the grant date.

3. Shares withheld to satisfy tax withholding obligations upon vesting of restricted stock units.

4. Each restricted stock unit represents a contingent right to receive one share of TIVO common stock.

5. Granted July 1, 2019, the vesting of these performance units is based entirely upon the achievement of a three-year relative TSR metric of percentile ranking against a peer group previously established by the TiVo Board of Directors' compensation committee, with the three-year performance period beginning January 1, 2019.

6. Achievement of performance metric to be measured by the compensation committee during the first compensation committee meeting in 2022 (but no later than June 30, 2022).

7. Granted July 1, 2019, this restricted stock unit grant vests over four years with 25% vesting on each of the annual anniversaries of the grant date.

Remarks:

	Anna Felix as Attorney-in-Fact for Matthew Milne	07/03/2019
	** Signature of Reporting Person	Date
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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