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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2009

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	09/02/2009		S		39,500⁽¹⁾	D	$29.44⁽²⁾	363,000	D
Common Stock	09/02/2009		G	V	44,250⁽³⁾	D	$0	318,750	D
Common Stock	09/02/2009		G	V	44,250⁽³⁾	A	$0	188,041⁽³⁾	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)
Employee Stock Options (right to buy)	$30	09/01/2009		A		125,000		⁽⁵⁾	09/01/2016	Common Stock	125,000	$0	125,000	D

Explanation of Responses:

1. Shares sold to cover tax withholdings associated with vesting of restricted stock. Mr. Amoroso elected during an open trading window to establish an automatic sale to cover tax withholdings upon vesting and the transaction reported herein was calculated and executed pursuant to such election.

2. Shares sold on the open market are reported as an average sell price per share of $29.44; breakdown of shares sold and per share sale prices are as follows: 400 at $29.10; 100 at $29.12; 800 at $29.13; 500 at $29.14; 300 at $29.16; 600 at $29.18; 900 at $29.19; 1,600 at $29.20; 900 at $29.21; 800 at $29.22; 300 at $29.25; 800 at $29.27; 900 at $29.28; 500 at $29.29; 200 at $29.30; 1,299 at $29.31; 601 at $29.32; 300 at $29.34; 400 at $29.35; 700 at $29.37; 500 at $29.38; 592 at $29.40; 620 at $29.41; 2,206 at $29.42; 1,100 at $29.43; 991 at $29.44; 791 at $29.45; 1,000 at $29.46; 300 at $29.47; 400 at $29.48; 1,600 at $29.49; 2,900 at $29.50; 600 at $29.52; 1,200 at $29.53; 1,200 at $29.54; 1,200 at $29.55; 582 at $29.56; 957 at $29.57; 361 at $29.58; 1,100 at $29.59; 1,200 at $29.60; 100 at $29.63; 2,000 at $29.65; 600 at $29.66; 400 at $29.67; 400 at $29.68; 1,200 at $29.70 and 500 at $29.74.

3. Reflects 44,250 restricted shares vested on September 1, 2009, which were held directly by Mr. Amoroso. These shares were transfered into the Amoroso Family Trust for estate planning purposes, the result is a change in the form of beneficial ownership from direct to indirect.

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

5. Granted September 1, 2009; vests one-fourth (1/4) on the first anniversary of the date of grant and the remaininng three-fourths (3/4) vesting in equal monthly increments over the next three years.

Remarks:

	Daybeth Cordoba Attorney-in-Fact for Alfred J. Amoroso	09/03/2009
	** 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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