SEC FORM 4

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

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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^*

AMOROSO ALFRED J

(Last)

(First)

(Middle)

C/O ROVI CORPORATION

2830 DE LA CRUZ BLVD

(Street)

SANTA CLARA

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2011

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/01/2011		M		23,959⁽¹⁾	A	$13.53	128,959	D
Common Stock	06/01/2011		S		23,959⁽¹⁾	D	$57.27⁽²⁾⁽³⁾	105,000	D
Common Stock	06/01/2011		M		1,667⁽¹⁾	A	$15.52	106,667	D
Common Stock	06/01/2011		S		1,667⁽¹⁾	D	$57.27⁽²⁾⁽³⁾	105,000	D
Common Stock	06/01/2011		M		5,729⁽¹⁾	A	$15.73	110,729	D
Common Stock	06/01/2011		S		5,729⁽¹⁾	D	$57.27⁽²⁾⁽³⁾	105,000	D
Common Stock	06/01/2011		M		2,604⁽¹⁾	A	$30	107,604	D
Common Stock	06/01/2011		S		2,604⁽¹⁾	D	$57.27⁽²⁾⁽³⁾	105,000	D
Common Stock	06/01/2011		M		4,521⁽¹⁾	A	$36.74	109,521	D
Common Stock	06/01/2011		S		4,521⁽¹⁾	D	$57.27⁽²⁾⁽³⁾	105,000	D
Common Stock	06/01/2011		M		1,875⁽¹⁾	A	$36.74	106,875	D
Common Stock	06/01/2011		S		1,875⁽¹⁾	D	$57.27⁽²⁾⁽³⁾	105,000	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Options (right to buy)	$13.53	06/01/2011		M			23,959	⁽⁴⁾	06/01/2013	Common Stock	23,959	$0	0	D
Employee Stock Options (right to buy)	$15.52	06/01/2011		M			1,667	⁽⁵⁾	09/01/2015	Common Stock	1,667	$0	25,000	D
Employee Stock Options (right to buy)	$15.73	06/01/2011		M			5,729	⁽⁶⁾	03/01/2016	Common Stock	5,729	$0	120,313	D
Employee Stock Options (right to buy)	$30	06/01/2011		M			2,604	⁽⁷⁾	09/01/2016	Common Stock	2,604	$0	70,313	D
Employee Stock Options (right to buy)	$36.74	06/01/2011		M			4,521	⁽⁸⁾	04/01/2017	Common Stock	4,521	$0	153,709	D
Employee Stock Options (right to buy)	$36.74	06/01/2011		M			1,875	⁽⁸⁾	04/01/2017	Common Stock	1,875	$0	63,750	D

Explanation of Responses:

1. Shares sold pursuant to Mr. Amoroso's 10b5-1 plan dated November 16, 2010.

2. Shares sold on the open market are reported as an average sell price per share of $57.27; breakdown of shares sold and per share sale prices are as follows: 200 at $56.92; 700 at $56.93; 400 at $56.95; 600 at $56.96; 300 at $56.97; 1,298 at $56.98; 102 at $56.99; 800 at $57.00; 300 at $57.01; 341 at $57.02; 512 at $57.03; 247 at $57.04; 800 at $57.05; 200 at $57.06; 200 at $57.08; 600 at $57.09; 300 at $57.10; 1,310 at $57.11; 1,000 at $57.12; 2,190 at $57.13; 1,100 at $57.14; 800 at $57.15; 300 at $57.16; 600 at $57.17; 900 at $57.18; 200 at $57.19; 1,000 at $57.20; 800 at $57.21; 400 at $57.22; 200 at $57.23; 900 at $57.24; 1,700 at $57.25; 600 at $57.26; 597 at $57.27; 700 at $57.28; 900 at $57.29; 1,103 at $57.30; 466 at $57.31; 522 at $57.32; 412 at $57.33; 100 at $57.34; 800 at $57.35; 800 at $57.36; 300 at $57.37; 500 at $57.38; 200 at $57.39; 717 at $57.40; 483 at $57.41; 300 at $57.42; 200 at $57.43; 100 at $57.44; additional shares sold continued on Footnote (3).

3. Shares sold on the open market are reported as an average sell price per share of $57.27 (continued); breakdown of shares sold and per share sale prices are as follows: 600 at $57.46; 900 at $57.47; 400 at $57.52; 1,000 at $57.55; 400 at $57.56; 1,301 at $57.57; 800 at $57.58; 500 at $57.60; 500 at $57.61; 840 at $57.62; 604 at $57.64; 1,295 at $57.65; 60 at $57.68 and 55 at $57.70.

4. 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 the second year and the remaining one-half (1/2) vesting in equal monthly increments over the third year.

5. 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.

6. 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.

7. 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.

8. Granted April 1, 2010; 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	06/03/2011
	** Signature of Reporting Person	Date
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