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