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^*

HALT PETER

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP & Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2009

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	09/01/2009⁽¹⁾		A⁽¹⁾		9,000⁽²⁾	A	$0.001	12,555⁽³⁾	D
Common Stock	06/15/2010⁽¹⁾		M⁽¹⁾		15,000	A	$13.53	29,471⁽⁴⁾	D
Common Stock	06/15/2010⁽¹⁾		S⁽¹⁾		15,000	D	$37.75	14,471	D
Common Stock	06/15/2010⁽¹⁾		S⁽¹⁾		916	D	$37.75	13,555	D
Common Stock	07/06/2010⁽¹⁾		S⁽¹⁾		1,000⁽⁵⁾	D	$39	12,555	D
Common Stock	08/02/2010⁽¹⁾		S⁽¹⁾		1,887⁽⁵⁾	D	$43.48	10,690⁽⁶⁾	D
Common Stock	09/01/2010⁽¹⁾		A⁽¹⁾		9,000⁽⁷⁾	A	$0.001	19,690	D
Common Stock	09/02/2010⁽¹⁾		S⁽¹⁾		849⁽⁸⁾	D	$43.09	18,841	D
Common Stock	09/17/2010⁽¹⁾		M⁽¹⁾		3,750	A	$13.53	22,591	D
Common Stock	09/17/2010⁽¹⁾		S⁽¹⁾		3,750	D	$42.97	18,841	D
Common Stock	09/17/2010⁽¹⁾		S⁽¹⁾		22	D	$42.97	18,819	D
Common Stock	12/20/2010⁽¹⁾		M⁽¹⁾		3,750	A	$13.53	22,569	D
Common Stock	12/20/2010⁽¹⁾		S⁽¹⁾		3,750⁽⁹⁾	D	$57.11	18,819	D
Common Stock	01/03/2011⁽¹⁾		M⁽¹⁾		10,000	A	$13.53	28,819	D
Common Stock	01/03/2011⁽¹⁾		S⁽¹⁾		10,000⁽¹⁰⁾	D	$62.95	18,819	D
Common Stock	02/01/2011⁽¹⁾		S⁽¹⁾		1,938	D	$60.92	18,819⁽¹¹⁾	D
Common Stock	02/03/2011⁽¹⁾		S⁽¹⁾		1,668	D	$63.52	17,151	D
Common Stock	03/01/2011⁽¹⁾		A⁽¹⁾		775⁽¹²⁾	A	$0.001	17,926	D
Common Stock	04/04/2011⁽¹⁾		M⁽¹⁾		3,000	A	$13.53	20,926	D
Common Stock	04/04/2011⁽¹⁾		S⁽¹⁾		3,000⁽¹⁰⁾	D	$52.56	17,926	D
Common Stock	05/11/2011⁽¹⁾		M⁽¹⁾		5,000	A	$13.53	22,926	D
Common Stock	05/11/2011⁽¹⁾		S⁽¹⁾		5,000⁽¹³⁾	D	$57.22	17,926	D
Common Stock	06/06/2011⁽¹⁾		M⁽¹⁾		3,500	A	$13.53	21,426	D
Common Stock	06/06/2011⁽¹⁾		S⁽¹⁾		3,500	D	$55.07	17,926	D
Common Stock	09/01/2011⁽¹⁾		A⁽¹⁾		9,000⁽¹⁴⁾	A	$0.001	26,926	D
Common Stock	09/02/2011⁽¹⁾		S⁽¹⁾		2,174⁽⁸⁾	D	$46.95	24,752	D
Common Stock	03/01/2012⁽¹⁾		A⁽¹⁾		11,500⁽¹⁵⁾	A	$0.001	36,737⁽¹⁶⁾	D
Common Stock	03/02/2012⁽¹⁾		S⁽¹⁾		290⁽⁸⁾	D	$35.04	36,447	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 Option (Right to Buy)	$13.53	06/01/2008⁽¹⁾		A⁽¹⁾		45,000		⁽¹⁷⁾	06/01/2013	Common Stock	45,000	$0	45,000	D
Employee Stock Option (Right to Buy)	$13.53	06/15/2010⁽¹⁾		M⁽¹⁾			15,000	⁽¹⁷⁾	06/01/2013	Common Stock	15,000	$0	30,000	D
Employee Stock Option (Right to Buy)	$13.53	09/17/2010⁽¹⁾		M⁽¹⁾			3,750	⁽¹⁷⁾	06/01/2013	Common Stock	3,750	$0	26,250	D
Employee Stock Option (Right to Buy)	$13.53	12/20/2010⁽¹⁾		M⁽¹⁾			3,750⁽⁹⁾	⁽¹⁷⁾	06/01/2013	Common Stock	3,750	$0	22,500	D
Employee Stock Option (Right to Buy)	$13.53	01/03/2011⁽¹⁾		M⁽¹⁾			10,000⁽¹⁰⁾	⁽¹⁷⁾	06/01/2013	Common Stock	10,000	$0	12,500	D
Employee Stock Option (Right to Buy)	$13.53	04/04/2011⁽¹⁾		M⁽¹⁾			3,000⁽¹⁰⁾	⁽¹⁷⁾	06/01/2013	Common Stock	3,000	$0	9,500	D
Employee Stock Option (Right to Buy)	$13.53	05/11/2011⁽¹⁾		M⁽¹⁾			5,000⁽¹³⁾	⁽¹⁷⁾	06/01/2013	Common Stock	5,000	$0	4,500	D
Employee Stock Option (Right to Buy)	$13.53	06/06/2011⁽¹⁾		M⁽¹⁾			3,500	⁽¹⁷⁾	06/01/2013	Common Stock	3,500	$0	1,000	D

Explanation of Responses:

1. Form 4 is being filed to correct the Company's administrative error resulting in failures to timely file applicable Forms 4 for the transactions and dates shown.

2. Granted September 1, 2009, this restricted stock award vests over four years with 25% vesting on each anniversary of the grant date.

3. Includes 1,887 and 1,668 shares purchased pursuant to the company's Employee Stock Purchase Plan on January 30, 2009 and July 31, 2009, respectively.

4. Includes 1,916 shares purchased pursuant to the company's Employee Stock Purchase Plan on January 29, 2010.

5. Shares sold pursuant to Mr. Halt's 10b5-1 plan dated May 12, 2010.

6. Includes 22 shares purchased pursuant to the company's Employee Stock Purchase Plan on July 30, 2010.

7. Granted September 1, 2010, this restricted stock award vests over four years with 25% vesting on each anniversary of the grant date.

8. Shares sold to pay tax obligations resulting from the vesting of restricted stock awards .

9. Sold pursuant to Mr. Halt's 10b5-1 plan dated November 18, 2010 .

10. Sold pursuant to Mr. Halt's 10b5-1 plan dated November 22, 2010 .

11. Includes 1,938 shares purchased pursuant to the company's Employee Stock Purchase Plan on January 31, 2011.

12. Granted March 1, 2011, this restricted stock award vests 100% on the anniversary of the grant date.

13. Sold pursuant to Mr. Halt's 10b5-1 plan dated March 13, 2011 .

14. Granted September 1, 2011, this restricted stock award vests over four years with 25% vesting on each anniversary of the grant date.

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

16. Includes 485 shares purchased pursuant to the company's Employee Stock Purchase Plan on January 31, 2012.

17. 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.

Remarks:

	Bonnie J. Bigelow Attorney-in-Fact for Peter Halt	03/20/2015
	** 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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