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* HALT PETER (Last) (First) (Middle) C/O ROVI CORPORATION 2 CIRCLE STAR WAY (Street) SAN CARLOS CA 94070 (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) CFO
	3. Date of Earliest Transaction (Month/Day/Year) 03/01/2016
	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	03/01/2016		M		1,065(1)	A	$0.001	148,356(2)	D
Common Stock	03/01/2016		M		13,516(3)	A	$0.001	161,872	D
Common Stock	03/01/2016		M		7,000(4)	A	$0.001	168,872	D
Common Stock	03/01/2016		F		19,482(5)	D	$23.44	149,390	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
Restricted Stock Units	(6)	03/01/2016		A		18,297		(7)	03/01/2020	Common Stock	18,297	$0	18,297	D
Performance Rights	(6)	03/01/2016		A		18,297		(8)	03/01/2019	Common Stock	18,297	$0	18,297	D
Employee Stock Option (Right to Buy)	$23.44	03/01/2016		A		22,195		(9)	03/01/2023	Common Stock	22,195	$0	22,195	D
Performance Rights	(10)	03/01/2016		M			1,065(1)	03/01/2016	03/01/2016	Common Stock	1,065	$0	0	D
Performance Rights	(10)	03/01/2016		M			13,516(3)	03/01/2016	03/01/2017	Common Stock	13,516	$0	19,034	D
Restricted Stock Units	(6)	03/01/2016		M			7,000(4)	03/01/2016	03/01/2019	Common Stock	7,000	$0	21,000	D

Explanation of Responses:

1. Awarded 85% of target based upon performance metrics from the July 1, 2012 performance grant. 1,065 shares are releaseable on March 1, 2016.

2. Includes 2,371 shares purchased on January 29, 2016 pursuant to the company's Employee Stock Purchase Plan (ESPP).

3. Awarded 90% of target based upon performance metrics from the March 1, 2013 performance grant. 13,516 shares are releaseable on March 1, 2016.

4. Granted March 1, 2015, this restricted stock unit grant vests over 4 years with 25% vesting on each of the annual anniversaries of the grant date.

5. Shares withheld to satisfy tax withholding obligations upon vesting of restricted stock.

6. Each restricted stock unit represents a contingent right to receive one share of ROVI common stock.

7. Granted March 1, 2016, this restricted stock unit grant vests over 4 years with 25% vesting on each of the annual anniversaries of the grant date.

8. Granted March 1, 2016, these performance awards are based entirely on a three-year performance period and are eligible to vest after three years based upon the achievement of the following two factors, each weighted equally: (i) a three-year relative TSR metric of percentile ranking against a peer group established by our compensation committee, and (ii) three-year revenue compound annual growth rate and margin targets.

9. Granted March 1, 2016, 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. Each restricted stock award share represents a contingent right to receive one share of ROVI common stock.

Remarks:

	Bonnie J. Bigelow Attorney-in-Fact for Peter Halt	03/03/2016
	** Signature of Reporting Person	Date
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