| 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 |
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| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Rovi Corp [ ROVI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/16/2010 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 12/16/2010 | M | 4,784(1) | A | $20.9 | 177,284 | D | |||
| Common Stock | 12/16/2010 | S | 4,784(1) | D | $56.67(2) | 172,500 | D | |||
| Common Stock | 12/16/2010 | M | 18,737(1) | A | $20.9 | 191,237 | D | |||
| Common Stock | 12/16/2010 | S | 18,737(1) | D | $56.67(2) | 172,500 | D | |||
| Common Stock | 12/16/2010 | S | 5,000(1) | D | $56.57(3) | 167,500 | D | |||
| Common Stock | 12/16/2010 | S | 71,479(1) | D | $56.87(4)(5) | 0 | I | Amoroso Family Trust(6) | ||
| Common Stock | 12/17/2010 | M | 101,479(1) | A | $20.9 | 268,979 | D | |||
| Common Stock | 12/17/2010 | S | 101,479(1) | D | $57.28(7)(8) | 167,500 | D | |||
| Common Stock | 12/17/2010 | M | 123,610(1) | A | $13.53 | 291,110 | D | |||
| Common Stock | 12/17/2010 | S | 123,610(1) | D | $57.28(7)(8) | 167,500 | D | |||
| Common Stock | 12/17/2010 | M | 45,000(1) | A | $15.52 | 212,500 | D | |||
| Common Stock | 12/17/2010 | S | 45,000(1) | D | $57.28(7)(8) | 167,500 | D | |||
| Common Stock | 12/17/2010 | M | 120,312(1) | A | $15.73 | 287,812 | D | |||
| Common Stock | 12/17/2010 | S | 120,312(1) | D | $57.28(7)(8) | 167,500 | D | |||
| Common Stock | 12/17/2010 | M | 39,062(1) | A | $30 | 206,562 | D | |||
| Common Stock | 12/17/2010 | S | 39,062(1) | D | $57.28(7)(8) | 167,500 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Employee Stock Options (right to buy) | $20.9 | 12/16/2010 | M | 4,784 | (9) | 03/01/2011 | Common Stock | 0 | $0 | 0 | D | ||||
| Employee Stock Options (right to buy) | $20.9 | 12/16/2010 | M | 18,737 | (9) | 03/01/2011 | Common Stock | 101,479 | $0 | 0 | D | ||||
| Employee Stock Options (right to buy) | $20.9 | 12/17/2010 | M | 101,479 | (9) | 03/01/2011 | Common Stock | 0 | $0 | 0 | D | ||||
| Employee Stock Options (right to buy) | $13.53 | 12/17/2010 | M | 123,610 | (10) | 06/01/2013 | Common Stock | 143,750 | $0 | 0 | D | ||||
| Employee Stock Options (right to buy) | $15.52 | 12/17/2010 | M | 45,000 | (11) | 09/01/2015 | Common Stock | 35,000 | $0 | 0 | D | ||||
| Employee Stock Options (right to buy) | $15.73 | 12/17/2010 | M | 120,312 | (12) | 03/01/2016 | Common Stock | 154,688 | $0 | 0 | D | ||||
| Employee Stock Options (right to buy) | $30 | 12/17/2010 | M | 39,062 | (13) | 09/01/2016 | Common Stock | 85,938 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Shares sold pursuant to Mr. Amoroso's 10b5-1 plans dated November 16, 2010. |
| 2. Shares sold on the open market are reported as an average sell price per share of $56.67; breakdown of shares sold and per share sale prices are as follows:100 at $56.34; 300 at $56.36; 300 at $56.38; 200 at $56.39; 485 at $56.40; 100 at $56.41; 100 at $56.42; 100 at $56.45; 700 at $56.46; 100 at $56.47; 200 at $56.48; 372 at $56.49; 443 at $56.50; 300 at $56.51; 200 at $56.52; 700 at $56.53; 100 at $56.54; 200 at $56.55; 400 at $56.56; 300 at $56.57; 1,300 at $56.59; 939 at $56.60; 461 at $56.61; 1,384 at $56.62; 616 at $56.63; 800 at $56.64; 400 at $56.65; 492 at $56.66; 8 at $56.67; 1,300 at $56.68; 550 at $56.69; 819 at $56.70; 606 at $56.71; 825 at $56.72; 500 at $56.73; 500 at $56.74; 118 at $56.75; 400 at $56.76; 703 at $56.77; 200 at $56.78; 400 at $56.80; 300 at $56.81; 100 at $56.82; 400 at $56.83; 300 at $56.86; 700 at $56.87; 600 at $56.88; 100 at $56.89; 438 at $56.95;100 at $56.96; 135 at $56.97; 127 at $56.99; 200 at $57.00; 500 at $57.01; 300 at $57.06 and 200 at $57.15 |
| 3. Shares sold on the open market are reported as an average sell price per share of $56.57; breakdown of shares sold and per share sale prices are as follows: 51 at $56.29; 244 at $56.35; 400 at $56.36; 300 at $56.37; 200 at $56.39; 300 at $56.40; 500 at $56.45; 5 at $56.47; 200 at $56.49; 100 at $56.51; 100 at $56.54; 80 at $56.55; 120 at $56.56; 400 at $56.57; 100 at $56.58; 500 at $56.63; 100 at $56.67; 100 at $56.82; 300 at $56.83; 100 at $56.86 and 800 at $56.87. |
| 4. Shares sold on the open market are reported as an average sell price per share of $56.87; breakdown of shares sold and per share sale prices are as follows; 100 at $56.31; 200 at $56.32; 100 at $56.33; 198 at $56.39; 600 at $56.40; 100 at $56.41; 102 at $56.42; 600 at $56.44; 320 at $56.45; 100 at $56.46; 900 at $56.47; 480 at $56.48; 300 at $56.49; 1,200 at $56.50; 400 at $56.51; 1,130 at $56.52; 600 at $56.53; 100 at $56.54; 1,500 at $56.55; 600 at $56.56; 644 at $56.57; 1,656 at $56.58; 1,070 at $56.59; 2069 at $56.60; 1,831 at $56.61; 1,000 at $56.62; 1,000 at $56.63; 492 at $56.64; 1,400 at $56.65; 920 at $56.66; 1,000 at $56.67; 600 at $56.68; 500 at $56.69; 1,200 at $56.70; 500 at $56.71; 582 at $56.72; 400 at $56.73; 1,108 at $56.74; 37 at $56.75; 710 at $56.76; 630 at $56.77; 1,600 at $56.78; 400 at $56.79; 400 at $56.80; 1,500 at $56.81; 1,100 at $56.82; 100 at $56.83; 800 at $56.84; 200 at $56.85; 1,300 at $56.87; additional shares sold continued on Footnote (5). |
| 5. Shares sold on the open market are reported as an average sell price per share of $56.87 (continued); breakdown of shares sold and per share sale prices are as follows; 600 at $56.88; 1,300 at $56.89; 1,200 at $56.90; 72 at $56.91; 300 at $56.92; 1,628 at $56.93; 3,126 at $56.94; 5,500 at $56.95; 1,600 at $56.96; 1,200 at $56.97; 297 at $56.98; 923 at $56.99; 730 at $57.00; 393 at $57.01; 500 at $57.02; 324 at $57.04; 400 at $57.05; 407 at $57.08; 500 at $57.12; 500 at $57.18; 600 at $57.19; 200 at $57.22; 100 at $57.23; 500 at $57.24; 1,100 at $57.26; 300 at $57.27; 400 at $57.28; 334 at $57.29; 616 at $57.30; 1,754 at $57.31; 1,666 at $57.32; 400 at $57.33; 100 at $57.34; 100 at $57.35; 430 at $57.36; 700 at $57.37; 200 at $57.38; 672 at $57.39; 528 at $57.40; 200 at $57.41; 1,000 at $57.42; 600 at $57.43; 200 at $57.44; 500 at $57.45; 100 at $57.46; 100 at $57.50 and 200 at $57.52. |
| 6. Mr. Amoroso and his wife are co-trustees of the Amoroso Family Trust. |
| 7. Shares sold on the open market are reported as an average sell price per share of $57.28; breakdown of shares sold and per share sale prices are as follows; 200 at $56.90; 600 at $56.95; 200 at $56.97; 100 at $56.98; 500 at $56.99; 31,061 at $57.00; 26,656 at $57.01; 4,411 at $57.02; 2,300 at $57.03; 3,150 at $57.04; 19,701 at $57.05; 8,800 at $57.06; 6,731 at $57.07; 3,987 at $57.08; 5,627 at $57.09; 6,660 at $57.10; 6,430 at $57.11; 2,786 at $57.12; 2,159 at $57.13; 2,041 at $57.14; 1,100 at $57.15; 2,900 at $57.16; 3,300 at $57.17; 2,389 at $57.18; 4,442 at $57.19; 4,500 at $57.20; 3,801 at $57.21; 2,569 at $57.22; 2,000 at $57.23; 27,299 at $57.24; 7,856 at $57.25; 20,899 at $57.26; 13,705 at $57.27; 8,540 at $57.28; 14,678 at $57.29; 19,622 at $57.30; 8,050 at $57.31; 7,277 at $57.32; 8,631 at $57.33; 10,549 at $57.34; 9,878 at $57.35; 10,414 at $57.36; 10,700 at $57.37; 7,025 at $57.38; 9,974 at $57.39; 6,347 at $57.40; additional shares sold continued on Footnote (8). |
| 8. Shares sold on the open market are reported as an average sell price per share of $57.28 (continued); breakdown of shares sold and per share sale prices are as follows; 8,753 at $57.41; 6,560 at $57.42; 2,190 at $57.43; 2,500 at $57.44; 2,510 at $57.45; 200 at $57.46; 400 at $57.47; 1,100 at $57.48; 900 at $57.49; 400 at $57.50; 400 at $57.51; 500 at $57.52; 100 at $57.54; 900 at $57.57; 100 at $57.60; 200 at $57.64; 500 at $57.68; 500 at $57.71; 100 at $57.72; 500 at $57.74; 500 at $57.79; 200 at $57.80; 18,807 at $57.81; 100 at $57.82; 400 at $57.83; 500 at $57.84; 200 at $57.85; 200 at $57.86; 400 at $57.87; 600 at $57.88; 500 at $57.89; 800 at $57.90; 397 at $57.91; 100 at $57.92; 700 at $57.93; 703 at $57.94; 400 at $57.95; 100 at $57.96; 100 at $57.97; 300 at $57.98; 100 at $57.99; 800 at $58.00; 300 at $58.01; 400 at $58.03; 400 at $58.04; 100 at $58.05; 200 at $58.06; 700 at $58.07; 500 at $58.09; 7,680 at $58.10; 18 at $58.11; 100 at $58.13; 200 at $58.14 and 100 at $58.15. |
| 9. Granted March 1, 2006; vests one-sixth (1/6) on the first anniversary of the date of grant and then 5/144th's per month until fully vested by the third anniversary. |
| 10. Granted June 1, 2008; vests one-sixth (1/6) on the first anniversary of the date of grant, one-third (1/3) vesting in equal monthly increments over second year and the remaining one-half (1/2) vesting in equal monthly increments over the third year. |
| 11. Granted September 1, 2008; 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. |
| 12. Granted March 1, 2009; 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. |
| 13. Granted September 1, 2009; 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. |
| Remarks: |
| Daybeth Cordoba Attorney-in-Fact for Alfred J. Amoroso | 12/17/2010 | |
| ** 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||