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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TIVO INC [ TIVO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/31/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 12/31/2012 | M | 174,216 | A | $6.52 | 1,381,042 | D | |||
Common Stock | 12/31/2012 | S | 174,216 | D | $12.1657(1) | 1,206,826 | D | |||
Common Stock | 12/31/2012 | M | 107,628 | A | $6.74 | 1,314,454 | D | |||
Common Stock | 12/31/2012 | S | 107,628 | D | $12.2204(2) | 1,206,826 | D | |||
Common Stock | 12/31/2012 | M | 29,672 | A | $6.74 | 1,236,498 | D | |||
Common Stock | 12/31/2012 | S | 29,672 | D | $12.2204(2) | 1,206,826 | D | |||
Common Stock | 12/31/2012 | M | 30,000 | A | $9.05 | 1,236,826 | D | |||
Common Stock | 12/31/2012 | S | 30,000 | D | $12.2689(3) | 1,206,826 | D | |||
Common Stock | 12/31/2012 | M | 20,000 | A | $7.4 | 1,226,826 | D | |||
Common Stock | 12/31/2012 | S | 20,000 | D | $12.2689(3) | 1,206,826 | D | |||
Common Stock | 12/31/2012 | M | 112,700 | A | $6.74 | 1,319,526 | D | |||
Common Stock | 12/31/2012 | S | 112,700 | D | $12.2116(4) | 1,206,826(5) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Non-Qualified Stock Option (right to buy) | $6.52 | 12/31/2012 | M | 174,216 | 08/01/2005 | 07/01/2015 | Common Stock | 174,216 | $6.52 | 749,099 | D | ||||
Non-Qualified Stock Option (right to buy) | $6.74 | 12/31/2012 | M | 107,628 | 11/11/2004 | 10/11/2014 | Common Stock | 107,628 | $6.74 | 142,372 | D | ||||
Non-Qualified Stock Option (right to buy) | $6.74 | 12/31/2012 | M | 29,672 | 11/11/2004 | 10/11/2014 | Common Stock | 29,672 | $6.74 | 112,700 | D | ||||
Non-Qualified Stock Option (right to buy) | $6.74 | 12/31/2012 | M | 112,700 | 11/11/2004 | 10/11/2014 | Common Stock | 112,700 | $6.74 | 0.0 | D | ||||
Non-Qualified Stock Option (right to buy) | $7.4 | 12/31/2012 | M | 20,000 | 10/25/2003 | 09/25/2013 | Common Stock | 20,000 | $7.4 | 0.0 | D | ||||
Non-Qualified Stock Option (right to buy) | $9.05 | 12/31/2012 | M | 30,000 | 04/28/2004 | 03/28/2014 | Common Stock | 30,000 | $9.05 | 0.0 | D |
Explanation of Responses: |
1. Weighted Average Sales Price - Actual sale prices range from $12.15 - $12.20. The reporting person will provide the SEC staff, the company or a security holder of the company the relevant information regarding sales at each respective price within the range. |
2. Weighted Average Sales Price - Actual sale prices range from $12.20 - $12.26. The reporting person will provide the SEC staff, the company or a security holder of the company the relevant information regarding sales at each respective price within the range. |
3. Weighted Average Sales Price - Actual sale prices range from $12.23 - $12.31. The reporting person will provide the SEC staff, the company or a security holder of the company the relevant information regarding sales at each respective price within the range. |
4. Weighted Average Sales Price - Actual sale prices range from $12.17 - $12.30. The reporting person will provide the SEC staff, the company or a security holder of the company the relevant information regarding sales at each respective price within the range. |
5. As of December 31, 2012, Mr. Rogers' beneficial ownership after the exercise of the reported transactions is 5,371,417 shares. This Includes 3,694,242 shares Mr. Rogers has the right to acquire pursuant to outstanding options exercisable within 60 days of December 31, 2012. Also included in these numbers are 470,349 shares Mr. Rogers could attain upon the exercises of his stock appreciation rights within 60 days of December 31, 2012 (based on the closing share price of $12.31 on December 31, 2012). Also includes 650,000 shares of restricted stock, which cannot be sold or transferred by Mr. Rogers prior to their vesting. These shares are otherwise generally subject to forfeiture back to TiVo upon Mr. Rogers' cessation of employment or service with TiVo under certain defined circumstances prior to the vesting of the shares. Also included in this amount is 233,310 RSUs that will vest within 60 days of December 31, 2012. |
By: Attorney-in-fact Sheryl Andersen For: Thomas S. Rogers | 01/02/2013 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |