0001209191-20-034241.txt : 20200603
0001209191-20-034241.hdr.sgml : 20200603
20200603190206
ACCESSION NUMBER: 0001209191-20-034241
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200601
FILED AS OF DATE: 20200603
DATE AS OF CHANGE: 20200603
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Skaaden Geir
CENTRAL INDEX KEY: 0001595300
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37956
FILM NUMBER: 20941450
MAIL ADDRESS:
STREET 1: 5220 LAS VIRGENES ROAD
CITY: CALABASAS
STATE: CA
ZIP: 91302
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Xperi Corp
CENTRAL INDEX KEY: 0001690666
STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674]
IRS NUMBER: 814465732
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 3025 ORCHARD PARKWAY
CITY: SAN JOSE
STATE: CA
ZIP: 95134
BUSINESS PHONE: (408) 321-6000
MAIL ADDRESS:
STREET 1: 3025 ORCHARD PARKWAY
CITY: SAN JOSE
STATE: CA
ZIP: 95134
FORMER COMPANY:
FORMER CONFORMED NAME: Tessera Holding Corp
DATE OF NAME CHANGE: 20161201
FORMER COMPANY:
FORMER CONFORMED NAME: Tempe Holdco Corp
DATE OF NAME CHANGE: 20161122
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2020-06-01
0
0001690666
Xperi Corp
N/A
0001595300
Skaaden Geir
C/O XPERI CORP
3025 ORCHARD PARKWAY
SAN JOSE
CA
95134
0
1
0
0
Chief Products and Svcs Ofcr
Common Stock
2020-06-01
4
D
0
43386
D
54790
D
Common Stock
2020-06-01
4
D
0
54790
D
0
D
Stock Option (Right to Buy)
18.65
2020-06-01
4
D
0
3142
D
2023-02-13
Common Stock
3142
0
D
Stock Option (Right to Buy)
19.24
2020-06-01
4
D
0
8917
D
2024-03-13
Common Stock
8917
0
D
Stock Option (Right to Buy)
43.77
2020-06-01
4
D
0
4850
D
2021-02-16
Common Stock
4850
0
D
On June 1, 2020, pursuant to the Agreement and Plan of Merger and Reorganization, dated as of December 18, 2019, as amended on January 31, 2020, by and among Xperi Corporation, a Delaware corporation ("Legacy Xperi"), TiVo Corporation, a Delaware corporation ("TiVo"), Xperi Holding Corporation (f/k/a XRAY-TWOLF HoldCo Corporation), a Delaware corporation ("Xperi Holding"), XRAY Merger Sub Corporation, a Delaware corporation ("XRAY Merger Sub"), and TWOLF Merger Sub Corporation, ("TWOLF Merger Sub"), XRAY Merger Sub merged with and into Legacy Xperi with Legacy Xperi as the surviving corporation (the "Xperi Merger"), and TWOLF Merger Sub merged with and into TiVo with TiVo as the surviving corporation (the "TiVo Merger" and, together with the Xperi Merger, the "Mergers"). At the effective time of the Mergers (the "Effective Time"), each share of Legacy Xperi common stock was automatically converted into one share of Xperi Holding common stock (continued in next footnote)
and each share of TiVo common stock was automatically converted into 0.455 (the "TiVo Exchange Ratio") shares of Xperi Holding common stock (in addition to cash in lieu of fractional shares).
Represents restricted stock units each representing a contingent right to receive one share of Legacy Xperi common stock ("Legacy Xperi RSU"). At the Effective Time, each Legacy Xperi RSU that was subject to time-based vesting and was outstanding immediately prior to the Effective Time, whether vested or unvested, was automatically converted into a restricted stock unit representing a contingent right to acquire a share of Xperi Holding common stock ("Xperi Holding RSU") on the same terms and conditions (including any applicable vesting and settlement terms) as were applicable to such Legacy Xperi RSU immediately prior to the Effective Time, including that the number of shares of Xperi Holding common stock subject to such Xperi Holding RSU is equal to the number of shares that were subject to the Legacy Xperi RSU.
Fully vested prior to June 1, 2020.
At the Effective Time, each option to purchase shares of Legacy Xperi common stock ("Legacy Xperi Option") that was outstanding immediately prior to the Effective Time, whether vested or unvested, was automatically converted into an option to purchase shares of Xperi Holding common stock ("Xperi Holding Option"), on the same terms and conditions (including any applicable vesting and exercisability requirements) as were applicable to such Legacy Xperi Option immediately prior to the Effective Time, including that the number of shares of Xperi Holding common stock subject to the Xperi Holding Option is equal to the number of shares that were subject to the Legacy Xperi Option and the exercise price applicable to the Xperi Holding Option is the same as applied to the Legacy Xperi Option.
/s/ Geir Skaaden
2020-06-03