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^*

Budge James

(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)
	EVP & CFO

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2011

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	03/01/2011		A		35,000⁽¹⁾	A	$0.001	67,250	D
Common Stock	03/02/2011		M		1,250⁽²⁾	A	$15.73	68,500	D
Common Stock	03/02/2011		S		1,250⁽²⁾	D	$54.26⁽³⁾⁽⁴⁾	67,250	D
Common Stock	03/02/2011		M		8,333⁽²⁾	A	$13.53	75,583	D
Common Stock	03/02/2011		S		8,333⁽²⁾	D	$54.26⁽³⁾⁽⁴⁾	67,250	D
Common Stock	03/02/2011		M		1,250⁽²⁾	A	$30	68,500	D
Common Stock	03/02/2011		S		1,250⁽²⁾	D	$54.26⁽³⁾⁽⁴⁾	67,250	D
Common Stock	03/02/2011		M		17,500⁽²⁾	A	$33.43	84,750	D
Common Stock	03/02/2011		S		17,500⁽²⁾	D	$54.26⁽³⁾⁽⁴⁾	67,250	D
Common Stock	03/02/2010		G	V	13,875⁽⁵⁾	D	$0	53,375	D
Common Stock	03/02/2010		G	V	13,875⁽⁵⁾	A	$0	15,812	I	Budge Family Trust
Common Stock	03/02/2011		S		15,812⁽⁶⁾	D	$54.12⁽⁷⁾	0	I	Budge Family Trust

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)	$54.1	03/01/2011		A		40,000		⁽⁸⁾	03/01/2018	Common Stock	40,000	$0	40,000	D
Employee Stock Option (right to buy)	$15.73	03/02/2011		M			1,250	⁽⁹⁾	03/01/2016	Common Stock	1,250	$0	30,000	D
Employee Stock Option (right to buy)	$13.53	03/02/2011		M			8,333	⁽¹⁰⁾	06/01/2013	Common Stock	8,333	$0	25,004	D
Employee Stock Option (right to buy)	$30	03/02/2011		M			1,250	⁽¹¹⁾	09/01/2016	Common Stock	1,250	$0	37,500	D
Employee Stock Option (right to buy)	$33.43	03/02/2011		M			17,500	⁽¹²⁾	03/01/2017	Common Stock	17,500	$0	52,500	D

Explanation of Responses:

1. Restricted Stock Award subject to vesting 25% per year over 4 years.

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

3. Shares sold on the open market are reported as an average sell price per share of $54.26; breakdown of shares sold and per share sale prices are as follows: 40 at $53.62; 100 at $53.64; 300 at $53.65; 60 at $53.67; 100 at $53.68; 100 at $53.70; 500 at $53.73; 200 at $53.83; 200 at $53.85; 100 at $53.89; 1,000 at $53.90; 100 at $53.95; 600 at $53.98; 100 at $54.00; 300 at $54.01; 100 at $54.02; 300 at $54.03; 433 at $54.04; 300 at $54.05; 800 at $54.06; 200 at $54.07; 200 at $54.08; 800 at $54.09; 1,500 at $54.10; 200 at $54.12; 300 at $54.16; 100 at $54.17; 200 at $54.18; 500 at $54.19; 1,100 at $54.20; 2,300 at $54.21; 1,300 at $54.22; 500 at $54.23; 500 at $54.24; 1,000 at $54.25; 500 at $54.26; 200 at $54.28; 800 at $54.29; 400 at $54.30; 300 at $54.31; 500 at $54.38; 1,700 at $54.39; 400 at $54.45; 300 at $54.46; 600 at $54.49; 200 at $54.51; 700 at $54.52; 200 at $54.54; 900 at $54.58; 200 at $54.59; 1,000 at $54.60; 200 at $54.61; additional shares sold continued on Footnote (4).

4. Shares sold on the open market are reported as an average sell price per share of $54.26 (continued); breakdown of shares sold and per share sale prices are as follows: 400 at $54.63; 300 at $54.64; 600 at $54.65; 200 at $54.66; 100 at $54.67; 400 at $54.68 and 800 at $54.70.

5. Reflects 13,875 restricted shares vested on March 1, 2011 which were held directly by Mr. Budge that were transferred into the Budge Family Trust for estate planning purposes. The result is a change in the form of beneficial ownership from direct to indirect.

6. Shares sold pursuant to Mr. Budge's 10b5-1 plan dated June 12, 2009.

7. Shares sold on the open market are reported as an average sell price per share of $54.12; breakdown of shares sold and per share sale prices are as follows: 200 at $53.60; 200 at $53.64; 100 at $53.67; 200 at $53.76; 700 at $53.77; 200 at $53.83; 1,300 at $53.94; 200 at $53.95; 100 at $53.96; 100 at $53.98; 300 at $53.99; 100 at $54.01; 12 at $54.03; 1,100 at $54.05; 300 at $54.07; 300 at $54.08; 700 at $54.09; 300 at $54.10; 1,000 at $54.11; 300 at $54.13; 200 at $54.14; 400 at $54.15; 300 at $54.16; 1,100 at $54.18; 100 at $54.19; 500 at $54.20; 800 at $54.22; 1,700 at $54.23; 500 at $54.25; 500 at $54.26; 300 at $54.27; 100 at $54.29; 200 at $54.30; 600 at $54.42; 600 at $54.44 and 200 at $54.47.

8. Granted March 1, 2011; 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.

9. 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.

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, 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.

12. Granted March 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 James Budge	03/03/2011
	** 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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