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^*

Carson Tom

(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, WW Sales and Services

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2011

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	04/01/2011		M		1,041⁽¹⁾	A	$15.73	45,041	D
Common Stock	04/01/2011		S		1,041⁽¹⁾	D	$52.6⁽²⁾	44,000	D
Common Stock	04/01/2011		M		16,250⁽³⁾	A	$36.74	60,250	D
Common Stock	04/01/2011		S		16,250⁽³⁾	D	$52.87⁽⁴⁾	44,000	D
Common Stock	04/01/2011		M		1,041⁽³⁾	A	$33.43	45,041	D
Common Stock	04/01/2011		S		1,041⁽³⁾	D	$52.27⁽⁵⁾	44,000	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)	$15.73	04/01/2011		M			1,041⁽¹⁾	⁽⁶⁾	03/01/2016	Common Stock	1,041	$0	23,959	D
Employee Stock Options (right to buy)	$36.74	04/01/2011		M			16,250⁽³⁾	⁽⁷⁾	04/01/2017	Common Stock	16,250	$0	48,750	D
Employee Stock Options (right to buy)	$33.43	04/01/2011		M			1,041⁽³⁾	⁽⁸⁾	03/01/2017	Common Stock	1,041	$0	36,459	D

Explanation of Responses:

1. Sold pursuant to Mr. Carson's 10b5-1 plan dated August 27, 2009.

2. Shares sold on the Open Market are reported as an average sell price per share of $52.60; breakdown of shares sold and per share sale prices are as follows: 500 at $52.23; 41 at $52.45 and 500 at $52.97.

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

4. Shares sold on the Open Market are reported as an average sell price per share of $52.87; breakdown of shares sold and per share sale prices are as follows: 2,500 at $52.13; 1,900 at $52.22; 1,700 at $54.24; 2,000 at $52.31; 51 at $52.45; 500 at $52.97; 6,349 at $53.54; 950 at $53.73 and 300 at $53.74.

5. Shares sold on the Open Market are reported as an average sell price per share of $52.27; breakdown of shares sold and per share sale prices are as follows: 500 at $52.22; 500 at $52.31 and 41 at $52.45.

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 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.

8. 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 Thomas Carson	04/05/2011
	** 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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