SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* YU STEPHEN (Last) (First) (Middle) C/O ROVI CORPORATION 2830 DE LA CRUZ BLVD. (Street) SANTA CLARA CA 95050 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Rovi Corp [ ROVI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) EVP & General Counsel
	3. Date of Earliest Transaction (Month/Day/Year) 03/01/2012
	4. If Amendment, Date of 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

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	03/01/2012		A		20,000(1)	A	$0.001	54,917(2)	D
Common Stock	03/02/2012		S		3,546(3)	D	$35.04	51,371	D
Common Stock	03/05/2012		S		2,820(4)	D	$35.01(5)	48,551	D

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 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: 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
Stock Option (right to buy)	$35.62	03/01/2012		A		50,000		(6)	03/01/2019	Common Stock	50,000	$0	50,000	D
Performance Rights	$0.001	03/01/2012		A		10,000		(7)	03/01/2016	Common Stock	10,000	$0	10,000	D

Explanation of Responses:

1. Granted March 1, 2012, this restricted stock award vests over four years with 25% vesting on each of the annual anniversaries of the grant date.

2. Includes 64 shares purchased on January 31,2012, pursuant to the company's Employee Stock Purchase Plan (ESPP).

3. Shares sold to cover tax withholdings associated with the vesting of restricted stock.

4. Sold pursuant to Mr. Yu's 10b5-1 plan dated November 18, 2009.

5. Shares sold on the open market are reported as an average sell price per share of $35.01; breakdown of shares sold and per share sale prices are as follows: 1,620 at $35.01 and 1,200 at $35.02.

6. Granted March 1, 2012; vests one-fourth (1/4) on the first anniversary of the date of grant and the remaining three-fourths (3/4) vesting in equal monthly increments over the next three years.

7. The restricted stock award will vest over a period of up to four years based on the achievement of total annual (measured on a calendar year basis) adjusted pro forma operating profit performance metrics.

Remarks:

	Daybeth Cordoba Attorney-in-Fact for Stephen Yu	03/05/2012
	** 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).
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