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^*

HALT PETER

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CFO

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2017

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	03/01/2017		M		19,034⁽¹⁾	A	$0.001	161,330⁽²⁾	D
Common Stock	03/01/2017		A		3,466⁽¹⁾	A	$0.001	164,796	D
Common Stock	03/01/2017		M		25,000⁽³⁾	A	$0.001	189,796	D
Common Stock	03/01/2017		A		2,434⁽³⁾	A	$0.001	192,230	D
Common Stock	03/01/2017		M		7,000⁽⁴⁾	A	$0.001	199,230	D
Common Stock	03/01/2017		M		4,574⁽⁵⁾	A	$0.001	203,804	D
Common Stock	03/01/2017		M		6,916⁽⁶⁾	A	$0.001	210,720	D
Common Stock	03/01/2017		M		5,044⁽⁷⁾	A	$0.001	215,764	D
Common Stock	03/01/2017		F		43,634⁽⁸⁾	D	$18.95	172,130	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)
Performance Rights	⁽⁹⁾	03/01/2017		M			19,034⁽¹⁾	03/01/2017	03/01/2017	Common Stock	19,034	$0	0	D
Performance Rights	⁽⁹⁾	03/01/2017		M			25,000⁽³⁾	03/01/2017	03/01/2017	Common Stock	25,000	$0	0	D
Restricted Stock Units	⁽¹⁰⁾	03/01/2017		M			7,000⁽⁴⁾	03/01/2017	03/01/2019	Common Stock	7,000	$0	14,000	D
Restricted Stock Units	⁽¹⁰⁾	03/01/2017		M			4,574⁽⁵⁾	03/01/2017	03/01/2020	Common Stock	4,574	$0	13,723	D
Retricted Stock Units	⁽¹⁰⁾	03/01/2017		M			6,916⁽⁶⁾	03/01/2017	03/01/2018	Common Stock	6,916	$0	6,916	D
Restricted Stock Units	⁽¹⁰⁾	03/01/2017		M			5,044⁽⁷⁾	03/01/2017	03/01/2019	Common Stock	5,044	$0	10,087	D

Explanation of Responses:

1. Awarded 150% of target based upon performance metrics from the March 1, 2013 performance grant. 22,500 shares are releaseable on March 1, 2017. 19,034 shares released from the March 1, 2013 performance grant; additional 3,466 shares represent shares issued to fulfill earned shares in excess of target.

2. Includes 2,370 shares purchased on January 31, 2017 pursuant to the company's Employee Stock Purchase Plan (ESPP).

3. Awarded 145% of target based upon performance metrics from the March 1, 2014 performance grant. 27,434 shares are releaseable on March 1, 2017. 25,000 shares released from the March 1, 2014 performance grant; additional 2,434 shares represent shares issued to fulfill earned shares in excess of target.

4. Granted March 1, 2015, this restricted stock unit grant vests over 4 years with 25% vesting on each of the annual anniversaries of the grant date.

5. Granted March 1, 2016, this restricted stock unit grant vests over 4 years with 25% vesting on each of the annual anniversaries of the grant date.

6. Granted March 1, 2015, this performance award was based entirely on a three-year performance period and was 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. Pursuant to the award agreement, upon the completion of the TiVo acquisition on September 7, 2016, performance was calculated for the period ending on that date and vested on a pro rata basis based on the proportion of (a) the number of days of service rendered from March 1, 2015 to September 7, 2016 to (b) the total number of days from March 1, 2015 to March 1, 2018. Accordingly, 14,168 shares were cancelled. Any unvested shares thereafter vest ratably through March 1, 2018, subject to continued service to the Company.

7. Granted March 1, 2016, this performance award was based entirely on a three-year performance period and was 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. Pursuant to the award agreement, upon the completion of the TiVo acquisition on September 7, 2016, performance was calculated for the period ending on that date and vested on a pro rata basis based on the proportion of (a) the number of days of service rendered from March 1, 2016 to September 7, 2016 to (b) the total number of days from March 1, 2016 to March 1, 2019. Any unvested shares thereafter vest ratably through March 1, 2019, subject to continued service to the Company.

8. Shares withheld to satisfy tax withholding obligations upon vesting of restricted stock.

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

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

Remarks:

	Anna Felix Attorney-in-Fact for Peter Halt	03/03/2017
	** Signature of Reporting Person	Date
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