| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Rovi Corp [ ROVI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/01/2014 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 03/01/2014 | A | 25,000(1) | A | $0.001 | 155,749(2) | D | |||
| Common Stock | 03/01/2014 | M | 988(3) | A | $0.001 | 156,737 | D | |||
| Common Stock | 03/01/2014 | M | 13,350(4) | A | $0.001 | 170,087 | D | |||
| Common Stock | 03/03/2014 | S | 14,873(5) | D | $22.55(6) | 155,214 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Performance Rights | $0.001 | 03/01/2014 | A | 25,000 | (7) | 03/01/2017 | Common Stock | 25,000 | $0 | 25,000 | D | ||||
| Employee Stock Option (right to buy) | $24.84 | 03/01/2014 | A | 23,000(8) | 03/01/2015 | 03/01/2021 | Common Stock | 23,000 | $0 | 23,000 | D | ||||
| Performance Rights | $0.001 | 03/01/2014 | M | 988(3) | 03/01/2014 | 07/01/2016 | Common Stock | 988 | $0 | 4,012 | D | ||||
| Performance Rights | $0.001 | 03/01/2014 | M | 13,350(4) | 03/01/2014 | 03/01/2017 | Common Stock | 13,350 | $0 | 46,650 | D | ||||
| Explanation of Responses: |
| 1. Granted March 1, 2014, this restricted stock award vests over four years with 25% vesting on each of the annual anniversaries of the grant date. |
| 2. Includes 1,864 shares purchased on January 31, 2014 pursuant to the company's Employee Stock Purchase Plan (ESPP). |
| 3. Achievement was met at 79% of target on the performance metrics from the July 1, 2012 performance grant. 988 shares are releasable on March 1, 2014. |
| 4. Achievement was met at 89% of target on the performance metrics from the March 1, 2013 performance grant. 13,350 shares are releasable on March 1, 2014. |
| 5. Shares sold to cover tax withholdings associated with the vesting of restricted stock. |
| 6. Shares sold on the open market are reported as an average sell price per share of $22.55; breakdown of shares sold and per share sale prices are as follows: 13,560 at $22.50; 365 at $22.95; 200 at $22.99; 89 at $23.00; 100 at 23.01; 117 at 23.03; 135 at $23.08 and 307 at $23.22 . |
| 7. The restricted stock award will be measured over a period of three years based on the achievement of total annual adjusted pro forma revenue and adjusted pro forma operating profit performance metrics (each measured on a calendar year basis). At the end of the three-year period, an average vesting factor will be applied to the total grant amount to determine the total amount eligible to vest based on achievement of the performance metrics. A modifier based upon total shareholder return over the three-year period will then be applied to determine the actual amount of shares to be vested. |
| 8. Granted March 1, 2014; 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: |
| Donna Gallardo Attorney-in-Fact for Peter Halt | 03/04/2014 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||