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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * ROGERS THOMAS S   2. Issuer Name and Ticker or Trading Symbol TIVO INC [TIVO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 2160 GOLD STREET 3. Date of Earliest Transaction (Month/Day/Year) 12/31/2012 (Street) ALVISO, CA 95002 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 12/31/2012   M   174,216 A $ 6.52 1,381,042 D   Common Stock 12/31/2012   S   174,216 D $ 12.1657 (1) 1,206,826 D   Common Stock 12/31/2012   M   107,628 A $ 6.74 1,314,454 D   Common Stock 12/31/2012   S   107,628 D $ 12.2204 (2) 1,206,826 D   Common Stock 12/31/2012   M   29,672 A $ 6.74 1,236,498 D   Common Stock 12/31/2012   S   29,672 D $ 12.2204 (2) 1,206,826 D   Common Stock 12/31/2012   M   30,000 A $ 9.05 1,236,826 D   Common Stock 12/31/2012   S   30,000 D $ 12.2689 (3) 1,206,826 D   Common Stock 12/31/2012   M   20,000 A $ 7.4 1,226,826 D   Common Stock 12/31/2012   S   20,000 D $ 12.2689 (3) 1,206,826 D   Common Stock 12/31/2012   M   112,700 A $ 6.74 1,319,526 D   Common Stock 12/31/2012   S   112,700 D $ 12.2116 (4) 1,206,826 (5) D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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 (Month/Day/Year)

7. Title and Amount of Underlying Securities (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

Non-Qualified Stock Option (right to buy)

$ 6.52

12/31/2012

M

174,216

08/01/2005

07/01/2015

Common Stock

174,216

$ 6.52

749,099

D

Non-Qualified Stock Option (right to buy)

$ 6.74

12/31/2012

M

107,628

11/11/2004

10/11/2014

Common Stock

107,628

$ 6.74

142,372

D

Non-Qualified Stock Option (right to buy)

$ 6.74

12/31/2012

M

29,672

11/11/2004

10/11/2014

Common Stock

29,672

$ 6.74

112,700

D

Non-Qualified Stock Option (right to buy)

$ 6.74

12/31/2012

M

112,700

11/11/2004

10/11/2014

Common Stock

112,700

$ 6.74

0

D

Non-Qualified Stock Option (right to buy)

$ 7.4

12/31/2012

M

20,000

10/25/2003

09/25/2013

Common Stock

20,000

$ 7.4

0

D

Non-Qualified Stock Option (right to buy)

$ 9.05

12/31/2012

M

30,000

04/28/2004

03/28/2014

Common Stock

30,000

$ 9.05

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ROGERS THOMAS S 2160 GOLD STREET ALVISO, CA 95002	X		President and CEO

Signatures

By: Attorney-in-fact Sheryl Andersen For: Thomas S. Rogers		01/02/2013
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Weighted Average Sales Price - Actual sale prices range from $12.15 - $12.20. The reporting person will provide the SEC staff, the company or a security holder of the company the relevant information regarding sales at each respective price within the range.
(2)	Weighted Average Sales Price - Actual sale prices range from $12.20 - $12.26. The reporting person will provide the SEC staff, the company or a security holder of the company the relevant information regarding sales at each respective price within the range.
(3)	Weighted Average Sales Price - Actual sale prices range from $12.23 - $12.31. The reporting person will provide the SEC staff, the company or a security holder of the company the relevant information regarding sales at each respective price within the range.
(4)	Weighted Average Sales Price - Actual sale prices range from $12.17 - $12.30. The reporting person will provide the SEC staff, the company or a security holder of the company the relevant information regarding sales at each respective price within the range.
(5)	As of December 31, 2012, Mr. Rogers' beneficial ownership after the exercise of the reported transactions is 5,371,417 shares. This Includes 3,694,242 shares Mr. Rogers has the right to acquire pursuant to outstanding options exercisable within 60 days of December 31, 2012. Also included in these numbers are 470,349 shares Mr. Rogers could attain upon the exercises of his stock appreciation rights within 60 days of December 31, 2012 (based on the closing share price of $12.31 on December 31, 2012). Also includes 650,000 shares of restricted stock, which cannot be sold or transferred by Mr. Rogers prior to their vesting. These shares are otherwise generally subject to forfeiture back to TiVo upon Mr. Rogers' cessation of employment or service with TiVo under certain defined circumstances prior to the vesting of the shares. Also included in this amount is 233,310 RSUs that will vest within 60 days of December 31, 2012.

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