4//SEC Filing
DHARAN MURALI 4
Accession 0001209191-20-034233
CIK 0001690666other
Filed
Jun 2, 8:00 PM ET
Accepted
Jun 3, 6:57 PM ET
Size
11.9 KB
Accession
0001209191-20-034233
Insider Transaction Report
Form 4
Xperi CorpN/A
DHARAN MURALI
Pres., Tessera Int. Prop. Corp
Transactions
- Disposition to Issuer
Common Stock
2020-06-01−38,790→ 0 total - Disposition to Issuer
Common Stock
2020-06-01−38,686→ 38,790 total - Disposition to Issuer
Stock Option (Right to Buy)
2020-06-01−70,000→ 0 totalExercise: $22.45Exp: 2027-10-15→ Common Stock (70,000 underlying)
Footnotes (5)
- [F1]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)
- [F2]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).
- [F3]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.
- [F4]The stock option grant vests and becomes exercisable with respect to twenty-five percent (25%) of the total number of shares of Legacy Xperi's common stock subject to the stock option grant on each of October 16, 2018, October 16, 2019, October 16, 2020 and October 16, 2021.
- [F5]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.
Documents
Issuer
Xperi Corp
CIK 0001690666
Entity typeother
Related Parties
1- filerCIK 0001719227
Filing Metadata
- Form type
- 4
- Filed
- Jun 2, 8:00 PM ET
- Accepted
- Jun 3, 6:57 PM ET
- Size
- 11.9 KB