Statement of Changes in Beneficial Ownership (4)
June 03 2020 - 5:31PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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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1. Name and Address of Reporting Person
*
HAWKEY MICHAEL |
2. Issuer Name and Ticker or Trading Symbol
TiVo Corp
[
TIVO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) SVP & General Manager |
(Last)
(First)
(Middle)
C/O TIVO CORPORATION, 2160 GOLD STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/1/2020 |
(Street)
SAN JOSE, CA 95002
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 6/1/2020 | | D | | 45949 (1) | D | (1) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Restricted Stock Unit | (2) | 6/1/2020 | | D | | | 10000 | (2) | (2) | Common Stock | 10000 | (2) | 0 | D | |
Restricted Stock Unit | (2) | 6/1/2020 | | D | | | 5535 | (2) | (2) | Common Stock | 5535 | (2) | 0 | D | |
Restricted Stock Unit | (2) | 6/1/2020 | | D | | | 26487 | (2) | (2) | Common Stock | 26487 | (2) | 0 | D | |
Restricted Stock Unit | (2) | 6/1/2020 | | D | | | 67842 | (2) | (2) | Common Stock | 67842 | (2) | 0 | D | |
Explanation of Responses: |
(1) | Shares of common stock of the Issuer were converted into shares of Xperi Holding Corporation, a Delaware corporation ("HoldCo") pursuant to that certain Agreement and Plan of Merger and Reorganization, dated as of December 18, 2019, as amended on January 31, 2020 (the "Merger Agreement"), by and among the Issuer, Xperi Corporation, a Delaware corporation, HoldCo, XRAY Merger Sub Corporation, a Delaware corporation, and TWOLF Merger Sub Corporation, a Delaware corporation. Pursuant to the terms of the Merger Agreement, each share of Issuer common stock was exchanged for 0.455 shares of HoldCo common stock, in addition to cash in lieu of any fractional shares. |
(2) | Restricted Stock Unit Awards ("Issuer RSUs") of the Issuer were converted into restricted stock unit awards of HoldCo ("HoldCo RSUs") pursuant to the Merger Agreement. Pursuant to the terms of the Merger Agreement, each Issuer RSU was automatically converted into a number of HoldCo RSUs (rounded down to the nearest whole share) determined by multiplying the number of shares of Issuer RSUs by 0.455 on the same terms and conditions. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
HAWKEY MICHAEL C/O TIVO CORPORATION 2160 GOLD STREET SAN JOSE, CA 95002 |
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| SVP & General Manager |
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Signatures
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Anna Felix as Attorney-in-Fact for Michael Hawkey | | 6/3/2020 |
**Signature of Reporting Person | Date |
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