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^*

AMOROSO ALFRED J

(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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2010

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	09/02/2010		S		83,750⁽¹⁾	D	$43.14⁽²⁾⁽³⁾	172,500	D
Common Stock								189,979	I	Amoroso Family Trust⁽⁴⁾

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)

Explanation of Responses:

1. Shares sold pursuant to Mr. Amoroso's 10b5-1 plan dated November 18, 2009.

2. Shares sold on the open market are reported as an average sell price per share of $43.14; breakdown of shares sold and per share sale prices are as follows: 100 at $42.60; 100 at $42.61; 300 at $42.63; 500 at $42.66; 101 at $42.69; 499 at $42.71; 558 at $42.74; 700 at $42.75; 292 at $42.76; 150 at $42.79; 100 at $42.81; 300 at $42.82; 100 at $42.83; 300 at $42.84; 101 at $42.85; 499 at $42.86; 900 at $42.87; 200 at $42.88; 700 at $42.89; 700 at $42.90; 100 at $42.91; 1,800 at $42.92; 1,100 at $42.93; 800 at $42.94; 2,200 at $42.95; 1,000 at $42.98; 2,550 at $42.99; 5,100 at $43.00; 3,100 at $43.01; 2,000 at $43.02; 828 at $43.03; 4,393 at $43.04; 5,279 at $43.05; 2,723 at $43.06; 877 at $43.07; 1,600 at $43.08; 2,500 at $43.09; 800 at $43.10; 1,000 at $43.11; additional shares sold continued on Footnote (3).

3. Shares sold on the open market are reported as an average sell price per share of $43.14 (continued); breakdown of shares sold and per share sale prices are as follows: 600 at $43.12; 800 at $43.14; 1,300 at $43.15; 400 at $43.16; 875 at $43.17; 400 at $43.18; 200 at $43.19; 2,475 at $43.20; 3,600 at $43.21; 900 at $43.22; 600 at $43.23; 1,400 at $43.24; 200 at $43.25; 500 at $43.28; 1,333 at $43.29; 3,565 at $43.30; 2,336 at $43.31; 1,964 at $43.32; 300 at $43.33; 2 at $43.35; 340 at $43.37; 360 at $43.38; 400 at $43.39; 100 at $43.40; 800 at $43.41; 1,000 at $43.42; 300 at $43.45; 2,400 at $43.46; 1,900 at $43.47; 2,700 at $43.48; 200 at $43.54; 400 at $43.58; 600 at $43.59; 500 at $43.60; 800 at $43.61; 200 at $43.62 and 50 at $43.63.

4. Mr. Amoroso and his wife are co-trustees of the Amoroso Family Trust.

Remarks:

	Daybeth Cordoba Attorney-in-Fact for Alfred J. Amoroso	09/03/2010
	** 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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