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*
HALT PETER

(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)
CFO
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2014
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 03/01/2014 A 25,000 (1) A $0.001 155,749 (2) D
Common Stock 03/01/2014 M 988 (3) A $0.001 156,737 D
Common Stock 03/01/2014 M 13,350 (4) A $0.001 170,087 D
Common Stock 03/03/2014 S 14,873 (5) D $22.55 (6) 155,214 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
Performance Rights $0.001 03/01/2014 A 25,000 (7) 03/01/2017 Common Stock 25,000 $0 25,000 D
Employee Stock Option (right to buy) $24.84 03/01/2014 A 23,000 (8) 03/01/2015 03/01/2021 Common Stock 23,000 $0 23,000 D
Performance Rights $0.001 03/01/2014 M 988 (3) 03/01/2014 07/01/2016 Common Stock 988 $0 4,012 D
Performance Rights $0.001 03/01/2014 M 13,350 (4) 03/01/2014 03/01/2017 Common Stock 13,350 $0 46,650 D
Explanation of Responses:
1. Granted March 1, 2014, this restricted stock award vests over four years with 25% vesting on each of the annual anniversaries of the grant date.
2. Includes 1,864 shares purchased on January 31, 2014 pursuant to the company's Employee Stock Purchase Plan (ESPP).
3. Achievement was met at 79% of target on the performance metrics from the July 1, 2012 performance grant. 988 shares are releasable on March 1, 2014.
4. Achievement was met at 89% of target on the performance metrics from the March 1, 2013 performance grant. 13,350 shares are releasable on March 1, 2014.
5. Shares sold to cover tax withholdings associated with the vesting of restricted stock.
6. Shares sold on the open market are reported as an average sell price per share of $22.55; breakdown of shares sold and per share sale prices are as follows: 13,560 at $22.50; 365 at $22.95; 200 at $22.99; 89 at $23.00; 100 at 23.01; 117 at 23.03; 135 at $23.08 and 307 at $23.22 .
7. The restricted stock award will be measured over a period of three years based on the achievement of total annual adjusted pro forma revenue and adjusted pro forma operating profit performance metrics (each measured on a calendar year basis). At the end of the three-year period, an average vesting factor will be applied to the total grant amount to determine the total amount eligible to vest based on achievement of the performance metrics. A modifier based upon total shareholder return over the three-year period will then be applied to determine the actual amount of shares to be vested.
8. Granted March 1, 2014; 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:
Donna Gallardo Attorney-in-Fact for Peter Halt 03/04/2014
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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