0001593678-14-000008.txt : 20140304 0001593678-14-000008.hdr.sgml : 20140304 20140304203943 ACCESSION NUMBER: 0001593678-14-000008 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140301 FILED AS OF DATE: 20140304 DATE AS OF CHANGE: 20140304 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Rovi Corp CENTRAL INDEX KEY: 0001424454 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 261739297 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: C/O ROVI ROVI CORPORATION STREET 2: 2830 DE LA CRUZ BOULEVARD CITY: SANTA CLARA STATE: CA ZIP: 95050 BUSINESS PHONE: 408-562-8400 MAIL ADDRESS: STREET 1: C/O ROVI ROVI CORPORATION STREET 2: 2830 DE LA CRUZ BOULEVARD CITY: SANTA CLARA STATE: CA ZIP: 95050 FORMER COMPANY: FORMER CONFORMED NAME: Macrovision Solutions CORP DATE OF NAME CHANGE: 20080118 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Carson Tom CENTRAL INDEX KEY: 0001358153 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-53413 FILM NUMBER: 14667123 MAIL ADDRESS: STREET 1: 6922 HOLLYWOOD BLVD., 12TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90028 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2014-03-01 0001424454 Rovi Corp ROVI 0001358153 Carson Tom C/O ROVI CORPORATION 2830 DE LA CRUZ BLVD. SANTA CLARA CA 95050 1 1 0 0 President & CEO Common Stock 2014-03-01 4 A 0 85000 .001 A 292500 D Common Stock 2014-03-01 4 M 0 29625 .001 A 322125 D Common Stock 2014-03-01 4 M 0 31150 .001 A 353275 D Common stock 2014-03-03 4 S 0 50100 22.56 D 303175 D Common Stock 2014-03-04 4 S 0 20319 24.33 D 282856 D Performance Rights .001 2014-03-01 4 A 0 85000 0 A 2017-03-01 Common Stock 85000 85000 D Employee Stock Option (right to buy) 24.84 2014-03-01 4 A 0 135000 0 A 2015-03-01 2021-03-01 Common Stock 135000 135000 D Performance Rights .001 2014-03-01 4 M 0 29625 0 D 2014-03-01 2016-03-31 Common Stock 29625 120375 D Performance Rights .001 2014-03-01 4 M 0 31150 0 D 2014-03-01 2017-03-01 Common Stock 31150 108850 D 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. Includes 1,865 shares purchased on January 31, 2014 pursuant to the company's Employee Stock Purchase Plan (ESPP). Shares sold to satisfy tax withholding obligations upon vesting of restricted stock. Shares sold on the open market are reported as an average sell price per share of $22.56; breakdown of shares sold and per share sale prices are as follows: 45,681at $22.50; 1,736 at $23.02; 1,240 at 23.08; 656 at 23.22; 100 at $23.23 amd 687 at$23.78. Sold pursuant to Mr. Carson's 10b5-1 plan dated May 7, 2013. Shares sold on the open market are reported as an average sell price per share of $24.33 breakdown of shares sold and per share sale prices are as follows: 707 at $24.11; 700 at $24.12; 1,100 at 24.14; 2,473 at 24.16; 300 at $24.18; 600 at $24.19; 300 at $24.23; 1,407 at $24.25; 400 at $24.29; 500 at $24.35; 1,400 at $24.36; 1,692 at 24.37; 1,500 at $24.38; 1,720 at $24.39; 2,010 at 24.40; 200 at $24.41; 500 at $24.42; 10 at $24.43; 1,100 at $24.46; 100 at $24.52; 500 at $24 53; 100 at $24.57; 200 at $24.58; 100 at $24.63; 100 at $24.65, 100 at $24.68; 100 at $24.85 and 400 at $24.91. 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. 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. Achievement was met at 79% of target on the performance metrics from the July 1, 2012 performance grant. 29,625 shares are releasable on March 1, 2014. Achievement was met at 89% of target on the performance metrics from the March 1, 2013 performance grant. 31,150 shares are releasable on March 1, 2014. Donna Gallardo Attorney-in-Fact for Thomas Carson 2014-03-04