Adeia Inc. — Director's Dealing 2020

Jun 4, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Xperi Holding Corp (XPER)
CIK: 0001803696
Period of Report: 2020-06-01

Reporting Person: Davis Paul E. (Chief Legal Ofc and Corp Secr)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-06-01	Common Stock	A	40518	—	Acquired	40518	Direct
2020-06-01	Common Stock	A	49790	—	Acquired	90308	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-06-01	Stock Option (Right to Buy)	$20.43	A	13800	Acquired	2023-10-13	Common Stock (13800)	Direct

Footnotes

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 Xperi Holding common stock ("Xperi Holding RSU"). At the Effective Time, each restricted stock unit representing a contingent right to acquire a share of Legacy Xperi common stock ("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 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: 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.