FORM 4
[ ] 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
                      

1. Name and Address of Reporting Person *

HALT PETER
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
(Last)          (First)          (Middle)

C/O TIVO CORPORATION, 2 CIRCLE STAR WAY
3. Date of Earliest Transaction (MM/DD/YYYY)

3/1/2017
(Street)

SAN CARLOS, CA 94070
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock   3/1/2017     M    19034   (1) A $.001   161330   (2) D  
 
Common Stock   3/1/2017     A    3466   (1) A $.001   164796   D  
 
Common Stock   3/1/2017     M    25000   (3) A $.001   189796   D  
 
Common Stock   3/1/2017     A    2434   (3) A $.001   192230   D  
 
Common Stock   3/1/2017     M    7000   (4) A $.001   199230   D  
 
Common Stock   3/1/2017     M    4574   (5) A $.001   203804   D  
 
Common Stock   3/1/2017     M    6916   (6) A $.001   210720   D  
 
Common Stock   3/1/2017     M    5044   (7) A $.001   215764   D  
 
Common Stock   3/1/2017     F    43634   (8) D $18.95   172130   D  
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
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
Performance Rights     (9) 3/1/2017     M         19034   (1)   3/1/2017   3/1/2017   Common Stock   19034   $0   0   D  
 
Performance Rights     (9) 3/1/2017     M         25000   (3)   3/1/2017   3/1/2017   Common Stock   25000   $0   0   D  
 
Restricted Stock Units     (10) 3/1/2017     M         7000   (4)   3/1/2017   3/1/2019   Common Stock   7000   $0   14000   D  
 
Restricted Stock Units     (10) 3/1/2017     M         4574   (5)   3/1/2017   3/1/2020   Common Stock   4574   $0   13723   D  
 
Retricted Stock Units     (10) 3/1/2017     M         6916   (6)   3/1/2017   3/1/2018   Common Stock   6916   $0   6916   D  
 
Restricted Stock Units     (10) 3/1/2017     M         5044   (7)   3/1/2017   3/1/2019   Common Stock   5044   $0   10087   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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
HALT PETER
C/O TIVO CORPORATION
2 CIRCLE STAR WAY
SAN CARLOS, CA 94070


CFO

Signatures
Anna Felix Attorney-in-Fact for Peter Halt 3/3/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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