| 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) 06/05/2009 | ||||||||||||||||||||||||||
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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 | 06/05/2009 | S | 140,634(1) | D | $10.71(2) | 1,541,739(1) | I | By funds(1) | ||
| Common Stock | 06/08/2009 | M | 20,000 | A | $8.5 | 124,757(3) | D | |||
| Common Stock | 06/08/2009 | S | 20,000 | D | $10.83(4) | 104,757 | D | |||
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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 | ||||||||
| Stock Option | $8.5 | 06/08/2009 | M | 20,000 | (5) | 07/14/2009 | Common Stock | 20,000 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. The shares were sold as follows: 56,819 shares sold by IVP Founders Fund I, L.P. ("IVP FF"), 81,544 shares by Redpoint Ventures II, L.P. ("RV II") and 2,271 shares by Redpoint Associates II, LLC ("RA II"). The remaining shares are held as follows: 31,746 shares by Institutional Venture Management VII, L.P. ("IVM VII"); and 1,509,993 shares by Institutional Venture Partners VII, L.P. ("IVP VII"). The shares held by IVP VII reflect a pro rata distribution of shares by IVP VII as referenced in footnote 3 below. The Reporting Person is a General Partner of IVM VII and Institutional Venture Management VI, L.P. ("IVM VI"). IVM VI serves as the sole general partner of IVP FF and IVM VII serves as the sole general partner of IVP VII. The Reporting Person is also a Managing Director of Redpoint Ventures II, LLC, which serves as the sole manager and general partner of RA II and RV II, respectively. The Reporting Person disclaims beneficial ownership of the shares held by IVP FF, IVM VII, IVP VII, RA II and RV II except to the extent of his proportionate pecuniary interest therein. |
| 2. Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $10.48 to $11.02 per share. The Reporting Person undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
| 3. Includes 1,232 shares received by the Reporting Person in a pro rata distribution by IVM VII to its partners, which shares were received by IVM VII in a pro rata distribution of shares by IVP VII; such shares were reported as indirectly beneficially owned through IVP VII in the Reporting Person's prior Section 16 reports. |
| 4. Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $10.81 to $10.86 per share. The Reporting Person undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
| 5. The option vested over a two-year period at a rate of 1/24th per month and became fully exercisable on July 14, 2001. |
| /s/ Geoffrey Y. Yang | 06/09/2009 | |
| ** 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. | ||