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* Budge James (Last) (First) (Middle) C/O ROVI CORPORATION 2830 DE LA CRUZ BLVD. (Street) SANTA CLARA CA 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) Director 10% Owner X Officer (give title below) Other (specify below) EVP & CFO
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/02/2009		G	V	18,750(1)	D	$0	64,875	D
Common Stock	09/02/2009		G	V	18,750(1)	A	$0	45,545(1)	I	by Budge Family Trust(2)
Common Stock	09/02/2009		G	V	2,500(3)	D	$0	43,045(4)	I	by Budge Family Trust(2)
Common Stock	09/02/2009		S		43,045(5)	D	$29.44(6)(7)	0	I	by Budge Family Trust(2)

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
Employee Stock Options (right to buy)	$30	09/01/2009		A		60,000		(8)	09/01/2016	Common Stock	60,000	$0	60,000	D

Explanation of Responses:

1. Reflects 18,750 restricted shares vested on September 1, 2009 which were held directly by Mr. Budge that were transfered into the Budge Family Trust for estate planning purposes. The result is a change in the form of beneficial ownership from direct to indirect.

2. Mr. Budge and his wife are co-trustees of the Budge Family Trust.

3. Shares disposed of to charitable institution by bona fide gift.

4. Held in the Budge Family Trust for estate planning purposes.

5. Shares sold pursuant to Budge Family Trust 10b5-1 plan, dated June 12, 2009.

6. 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 $29.08; 1,213 at $29.09; 200 at $29.10; 2,000 at $29.11; 1,200 at $29.12; 587 at $29.13; 900 at $29.14; 700 at $29.15; 300 at $29.16; 357 at $29.19; 1,700 at $29.20; 743 at $29.21; 100 at $29.24; 1,400 at $29.25; 500 at $29.27; 100 at $29.28; 350 at $29.29; 200 at $29.31; 350 at $29.32; 100 at $29.33; 300 at $29.35; 578 at $29.37; 600 at $29.38; 200 at $29.40; 522 at $29.41; 1,498 at $29.42; 2,100 at $29.43; 1,400 at $29.44; 1,098 at $29.45; 700 at $29.46; 702 at $29.47; 700 at $29.48; 197 at $29.49; 345 at $29.50; 400 at $29.51; 405 at $29.52; 1,000 at $29.53; 2,700 at $29.54; 500 at $29.55; 800 at $29.56; 739 at $29.58; 661 at $29.59; 800 at $29.60; 200 at $29.61; 1,300 at $29.62, additional shares sold continued in footnote (7).

7. 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: 100 at $29.63; 600 at $29.64; 1,684 at $29.65; 562 at $29.66; 1,571 at $29.67; 950 at $29.68; 100 at $29.69; 183 at $29.70; 400 at $29.71; 150 at $29.72; 100 at $29.74; 100 at $29.76; 400 at $29.78; 500 at $29.79; 600 at $29.81; 300 at $29.82; 300 at $29.83; 110 at $29.85; 400 at $29.86 and 90 at $29.87;

8. Granted September 1, 2009; 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:

	Daybeth Cordoba Attorney-in-Fact for James Budge	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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