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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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 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) EVP & CFO
	3. Date of Earliest Transaction (Month/Day/Year) 12/21/2009
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/21/2009		M		25,004(1)	A	$20.9	89,879	D
Common Stock	12/21/2009		S		25,004(1)	D	$30.91(2)	64,875	D
Common Stock	12/21/2009		M		10,000(1)	A	$15.73	74,875	D
Common Stock	12/21/2009		S		10,000(1)	D	$31.05(3)	64,875	D
Common Stock	12/21/2009		M		66,667(1)	A	$13.53	131,542	D
Common Stock	12/21/2009		S		66,667(1)	D	$31.15(4)	64,875	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
Employee Stock Option (right to buy)	$20.9	12/21/2009		M			25,004	(5)	03/01/2011	Common Stock	25,004	$0	0	D
Employee Stock Option (right to buy)	$15.73	12/21/2009		M			10,000	(6)	03/01/2016	Common Stock	10,000	$0	0	D
Employee Stock Option (right to buy)	$13.53	12/21/2009		M			66,667	(7)	06/01/2013	Common Stock	66,667	$0	133,333	D

Explanation of Responses:

1. Shares sold pursuant to Mr. Budge's 10b5-1 plan dated November 19, 2009.

2. Shares sold on the open market are reported as an average sell price per share of $30.91; breakdown of shares sold and per share sale prices are as follows: 1,200 at $30.75; 300 at $30.76; 300 at $30.77; 900 at $30.78; 600 at $30.79; 1,900 at $30.81; 900 at $30.82; 600 at $30.83; 400 at $30.85; 500 at $30.89; 1,700 at $30.90; 799 at $30.91; 1,401 at $30.93; 200 at $30.94; 1,600 at $30.95; 3,400 at $30.96; 1,200 at $30.97; 800 at $30.98; 1,200 at $30.99; 4,700 at $31.00 and 404 at $31.01.

3. Shares sold on the open market are reported as an average sell price per share of $31.05; breakdown of shares sold and per share sale prices are as follows: 796 at $31.01; 600 at $31.02; 300 at $31.03; 1,099 at $31.04; 2,800 at $31.05 and 4,405 at $31.06.

4. Shares sold on the open market are reported as an average sell price per share of $31.15; breakdown of shares sold and per share sale prices are as follows: 5,659 at $31.06; 2,631 at $31.07; 8,298 at $31.08; 7,392 at $31.09; 4,400 at $31.10; 4,637 at $31.11; 2,039 at $31.12; 1,564 at $31.13; 1,100 at $31.14; 7,311 at $31.15; 4,325 at $31.16; 702 at $31.17; 1,120 at $31.20; 480 at $31.21; 1,200 at $31.23; 2,700 at $31.24; 2,500 at $31.25; 1,009 at $31.26; 1,300 at $31.27; 400 at $31.28; 1,400 at $31.30; 2,300 at $31.31; 900 at $31.36 and 1,300 at $31.40.

5. Granted March 1, 2006; 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.

6. Granted March 1, 2009; fifty percent (50%) vests on March 1, 2009 and the remaining fifty percent (50%) vests on September 1, 2009.

7. 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:

	Daybeth Cordoba Attorney-in-Fact for James Budge	12/23/2009
	** 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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