4//SEC Filing
Sergeeff Pamela A. 4
Accession 0001593678-20-000044
CIK 0001675820other
Filed
Jun 2, 8:00 PM ET
Accepted
Jun 3, 5:50 PM ET
Size
19.2 KB
Accession
0001593678-20-000044
Insider Transaction Report
Form 4
TiVo CorpTIVO
Sergeeff Pamela A.
EVP, General Counsel
Transactions
- Disposition to Issuer
Restricted Stock Unit
2020-06-01−18,123→ 0 total→ Common Stock (18,123 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2020-06-01−25,000→ 0 total→ Common Stock (25,000 underlying) - Disposition to Issuer
Restricted Stock Unit
2020-06-01−10,054→ 0 total→ Common Stock (10,054 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2020-06-01−18,500→ 0 total→ Common Strock (18,500 underlying) - Disposition to Issuer
Restricted Stock Unit
2020-06-01−48,846→ 0 total→ Common Stock (48,846 underlying) - Disposition to Issuer
Common Stock
2020-06-01−115,103→ 0 total - Disposition to Issuer
Employee Stock Option (right to buy)
2020-06-01−14,797→ 0 total→ Common Stock (14,797 underlying)
Footnotes (3)
- [F1]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.
- [F2]Options to purchase common stock of the Issuer, whether vested or unvested, were converted into options to purchase shares of the HoldCo pursuant to the Merger Agreement. Pursuant to the terms of the Merger Agreement, each option to purchase Issuer common stock was automatically converted into an option to purchase HoldCo common stock determined by multiplying the number of shares of Issuer common stock subject to the Issuer stock option by 0.455 (rounded down to the nearest whole share), at an exercise price per share (rounded up to the nearest whole cent) determined by dividing the per-share exercise price of Issuer stock option by 0.455.
- [F3]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.
Documents
Issuer
TiVo Corp
CIK 0001675820
Entity typeother
Related Parties
1- filerCIK 0001593678
Filing Metadata
- Form type
- 4
- Filed
- Jun 2, 8:00 PM ET
- Accepted
- Jun 3, 5:50 PM ET
- Size
- 19.2 KB