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