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 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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
06/14/2010
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 06/14/2010 M 13,071(1) A $22.95 269,321 D
Common Stock 06/14/2010 S 13,071(1) D $37.59(2)(3) 256,250 D
Common Stock 06/14/2010 M 86,929(1) A $22.95 343,179 D
Common Stock 06/14/2010 S 86,929(1) D $37.59(2)(3) 256,250 D
Common Stock 189,231 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Options (right to buy) $22.95 06/14/2010 M 13,071(1) (5) 07/05/2010 Common Stock 13,071 $0 0 D
Employee Stock Options (right to buy) $22.95 06/14/2010 M 86,929(1) (5) 07/05/2010 Common Stock 86,929 $0 0 D
Explanation of Responses:
1. Shares sold pursuant to Mr. Amoroso's 10b5-1 plan dated August 12, 2009
2. Shares sold on the Open Market are reported as an average sell price per share of $37.59; breakdown of shares sold and per share sale prices are as follows: 595 at $37.23; 400 at $37.24; 705 at $37.25; 300 at $37.26; 500 at $37.29; 120 at $37.31; 400 at $37.32; 497 at $37.33; 279 at $37.34; 103 at $37.35; 501 at $37.37; 595 at $37.38; 500 at $37.39; 399 at $37.40; 799 at $37.41; 602 at $37.42; 701 at $37.43; 704 at $37.44; 2,999 at $37.45; 2,801 at $37.46; 2,507 at $37.47; 7,427 at $37.48; 6,166 at $37.49; 6,740 at $37.50; 1,841 at $37.51; 3,412 at $37.52; 5,402 at $37.53; 2,300 at $37.54; 1,800 at $37.55; 405 at $37.56; 2,000 at $37.57; 200 at $37.58; 1,100 at $37.59; 1,200 at $37.60; 1,016 at $37.61; 584 at $37.62; 300 at $37.63; 200 at $37.64; 598 at $37.65; 602 at $37.66; additional shares sold continued in footnote (3).
3. Shares sold on the Open Market are reported as an average sell price per share of $37.59 (continued); breakdown of shares sold and per share sale prices are as follows: 800 at $37.67; 1,773 at $37.68; 2,927 at $37.69; 1,936 at $37.70; 3,288 at $37.71; 6,563 at $37.72; 4,001 at $37.73; 4,712 at $37.74; 4,700 at $37.75; 2,700 at $37.76; 2,400 at $37.77; 500 at $37.78; 355 at $37.79; 328 at $37.80; 117 at $37.81; 697 at $37.82; 298 at $37.85; 99 at $37.86; 5 at $37.87; 101 at $37.90; 100 at $37.91; 100 at $37.95; 100 at $37.96; 100 at $37.97; 100 at $38.00; 200 at $38.02; 100 at $38.03; 200 at $38.04; 200 at $38.05 and 200 at $38.08.
4. Mr. Amoroso and his wife are co-trustees of the Amoroso Family Trust.
5. Granted July 5, 2005; vests one-sixth (1/6) on the first anniversary of the date of grant, one-third (1/3) vesting in equal monthly increments over second year and the remaining one-half (1/2) vesting in equal monthly increments over the third year.
Remarks:
Daybeth Cordoba Attorney-in-Fact for Alfred J. Amoroso 06/15/2010
** 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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