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^*

Carson Tom

(Last)

(First)

(Middle)

C/O TIVO CORPORATION

2 CIRCLE STAR WAY

(Street)

SAN CARLOS

94070

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/07/2016

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	09/07/2016		A		279,163	A	⁽¹⁾	279,163	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)
Employee Stock Option (right to buy)	$33.43⁽²⁾	09/07/2016		A		29,172⁽²⁾		⁽⁵⁾	03/01/2017	Common Stock	29,172	$0⁽²⁾	29,172	D
Employee Stock Option (right to buy)	$36.74⁽²⁾	09/07/2016		A		39,272⁽²⁾		⁽⁶⁾	04/01/2017	Common Stock	39,272	$0⁽²⁾	39,272	D
Employee Stock Option (right to buy)	$54.1⁽²⁾	09/07/2016		A		40,000⁽²⁾		⁽⁷⁾	03/01/2018	Common Stock	40,000	$0⁽²⁾	40,000	D
Employee Stock Option (right to buy)	$24.56⁽²⁾	09/07/2016		A		300,000⁽²⁾		⁽⁸⁾	01/03/2019	Common Stock	300,000	$0⁽²⁾	300,000	D
Performance Rights	⁽²⁾⁽³⁾	09/07/2016		A		44,413⁽²⁾		⁽⁹⁾	03/01/2017	Common Stock	44,413	$0⁽²⁾	44,413	D
Employee Stock Option (right to buy)	$24.84⁽²⁾	09/07/2016		A		135,000⁽²⁾		⁽¹⁰⁾	03/01/2021	Common Stock	135,000	$0⁽²⁾	135,000	D
Performance Rights	⁽²⁾⁽³⁾	09/07/2016		A		85,000⁽²⁾		⁽¹¹⁾	03/01/2017	Common Stock	85,000	$0⁽²⁾	85,000	D
Employee Stock Option (right to buy)	$24.88⁽²⁾	09/07/2016		A		212,000⁽²⁾		⁽¹²⁾	03/01/2022	Common Stock	212,000	$0⁽²⁾	212,000	D
Restricted Stock Units	⁽²⁾⁽⁴⁾	09/07/2016		A		63,000⁽²⁾		⁽¹³⁾	03/01/2019	Common Stock	63,000	$0⁽²⁾	63,000	D
Performance Rights	⁽²⁾⁽⁴⁾	09/07/2016		A		84,000⁽²⁾		⁽¹⁴⁾	03/01/2018	Common Stock	84,000	$0⁽²⁾	84,000	D
Employee Stock Option (right to buy)	$23.44⁽²⁾	09/07/2016		A		98,645⁽²⁾		⁽¹⁵⁾	03/01/2023	Common Stock	98,645	$0⁽²⁾	98,645	D
Restricted Stock Units	⁽²⁾⁽⁴⁾	09/07/2016		A		56,925⁽²⁾		⁽¹⁶⁾	03/01/2020	Common Stock	56,925	$0⁽²⁾	56,925	D
Performance Rights	⁽²⁾⁽⁴⁾	09/07/2016		A		65,057⁽²⁾		⁽¹⁷⁾	03/01/2019	Common Stock	65,057	$0⁽²⁾	65,057	D

Explanation of Responses:

1. Acquired pursuant to that certain Agreement and Plan of Merger, dated as of April 28, 2016 (the "Merger Agreement"), by and among the issuer, TiVo Corporation (f/k/a Titan Technologies Corporation), TiVo Inc., Titan Merger Sub, Inc., and Nova Acquisition Sub, Inc., and related statutory merger agreement between Nova Acquisition Sub, Inc. and issuer (the "Rovi Merger Agreement"), in a one-for-one exchange of TiVo Corporation common stock.

2. All outstanding derivative securities, which include options, restricted stock units and performance rights, were assumed by TiVo Corporation pursuant to the Merger Agreement and the Rovi Merger Agreement and were converted into an equivalent number of shares of options, restricted stock units and performance rights, respectively, of TiVo Corporation common stock, at equivalent exercise prices and under the same terms and conditions as the original award.

3. Each restricted stock award represents a contingent right to receive one share of TIVO common stock.

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

5. Original grant date March 1, 2010. Fully vested March 1, 2014.

6. Original grant date April 1, 2010. Fully vested April 1, 2014.

7. Original grant date March 1, 2011. Fully vested March 1, 2015.

8. Original grant date January 3, 2012. Fully vested January 3, 2016.

9. Original grant date March 1, 2013, vests over a period of up to four years based on the achievement of total annual (measured on a calendar year basis) adjusted pro forma operating profit performance metrics.

10. Original grant date March 1, 2014, vests one-fourth (1/4) on the first anniversary of the date of grant and the remaining three-fourths (3/4) vests in equal monthly increments over the next three years.

11. Original grant date March 1, 2014, will be measured over a period of three years based on the achievement of total annual adjusted pro forma revenue and adjusted pro forma operating profit performance metrics (each measured on a calendar year basis). At the end of the three-year period, an average vesting factor will be applied to the total grant amount to determine the total amount eligible to vest based on achievement of the performance metrics. A modifier based upon total shareholder return over the three-year period will then be applied to determine the actual amount of shares to be vested.

12. Original grant date March 1, 2015, vests one-fourth (1/4) on the first anniversary of the date of grant and the remaining three-fourths (3/4) vests in equal monthly increments over the next three years.

13. Original grant date March 1, 2015, vests over four years with a 25% vesting on each of the annual anniversaries of the grant date.

14. Original grant date March 1, 2015, based entirely on a three-year performance period and are eligible to vest after three years based upon the achievement of the following two factors, each weighted equally: (i) a three-year relative TSR metric of percentile ranking against a peer group established by our compensation committee, and (ii) three-year revenue compound annual growth rate and margin targets.

15. Original grant date March 1, 2016, vests one-fourth (1/4) on the first anniversary of the date of grant and the remaining three-fourths (3/4) vests in equal monthly increments over the next three years.

16. Original grant date March 1, 2016, vests over four years with a 25% vesting on each of the annual anniversaries of the grant date.

17. Original grant date March 1, 2016, based entirely on a three-year performance period and are eligible to vest after three years based upon the achievement of the following two factors, each weighted equally: (i) a three-year relative TSR metric of percentile ranking against a peer group established by our compensation committee, and (ii) three-year revenue compound annual growth rate and margin targets.

Remarks:

	Sandy Kalina Attorney-in-Fact for Thomas Carson	09/09/2016
	** Signature of Reporting Person	Date
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