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)
01/31/2011

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	01/31/2011		G		1,938⁽¹⁾	D	$0	167,500	D
Common Stock								1,938⁽¹⁾	I	Amoroso Family Trust⁽²⁾
Common Stock	02/01/2011		M		23,958⁽³⁾	A	$13.53	191,458	D
Common Stock	02/01/2011		S		23,958⁽³⁾	D	$60.95⁽⁴⁾⁽⁵⁾	167,500	D
Common Stock	02/01/2011		M		1,667⁽³⁾	A	$15.52	169,167	D
Common Stock	02/01/2011		S		1,666⁽³⁾	D	$60.95⁽⁴⁾⁽⁵⁾	167,500	D
Common Stock	02/01/2011		M		5,729⁽³⁾	A	$15.73	173,229	D
Common Stock	02/01/2011		S		5,729⁽³⁾	D	$60.95⁽⁴⁾⁽⁵⁾	167,500	D
Common Stock	02/01/2011		M		2,604⁽³⁾	A	$30	170,104	D
Common Stock	02/01/2011		S		2,604⁽³⁾	D	$60.95⁽⁴⁾⁽⁵⁾	167,500	D

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)	$13.53	02/01/2011		M			23,958	⁽⁶⁾	06/01/2013	Common Stock	23,958	$0	95,834	D
Employee Stock Options (right to buy)	$15.52	02/01/2011		M			1,667	⁽⁷⁾	09/01/2015	Common Stock	1,667	$0	31,667	D
Employee Stock Options (right to buy)	$15.73	02/01/2011		M			5,729	⁽⁸⁾	03/01/2016	Common Stock	5,729	$0	143,230	D
Employee Stock Options (right to buy)	$30	02/01/2011		M			2,604	⁽⁹⁾	09/01/2016	Common Stock	2,604	$0	80,730	D

Explanation of Responses:

1. Reflects 1,938 shares purchased on 1/31/11 pursuant to the company's Employee Stock Purchase Plan (ESPP), which were held directly by Mr. Amoroso. These ESPP shares were transfered into the Amoroso Family Trust for estate planning purposes, resulting in a change of beneficial ownership from direct to indirect.

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

3. Shares sold pursuant to Mr. Amoroso's 10b5-1 plan dated November 16, 2010.

4. Shares sold on the open market are reported as an average sell price per share of $60.95; breakdown of shares sold and per share sale prices are as follows: 700 at $60.54; 400 at $60.57; 1,700 at $60.62; 500 at $60.63; 100 at $60.64; 2,475 at $60.66; 2,425 at $60.67; 1,930 at $60.68; 2,000 at $60.69; 1,700 at $60.70; 200 at $60.71; 700 at $60.72; 1,013 at $60.73; 1,200 at $60.74; 1,400 at $60.76; 257 at $60.77; 600 at $60.78; 200 at $60.79; 300 at $60.81; 100 at $60.89; 400 at $60.90; 300 at $61.00; 100 at $61.01; 200 at $61.02; 100 at $61.03; 400 at $61.06; 46 at $61.07; 754 at $61.08; 133 at $61.11; 467 at $61.19; 389 at $61.20; 500 at $61.21; 2,600 at $61.23; 11 at $61.25; 100 at $61.27; 100 at $61.28; 200 at $61.29; 100 at $61.30; 400 at $61.31; 200 at $61.32; 200 at $61.33; 100 at $61.34; 300 at $61.36; 400 at $61.42; 900 at $61.45; 500 at $61.46; 790 at $61.47; 100 at $61.49; 58 at $61.50; additional shares sold continued on Footnote (5).

5. Shares sold on the open market are reported as an average sell price per share of $60.95 (continued); breakdown of shares sold and per share sale prices are as follows: 200 at $61.52; 432 at $61.53; 600 at $61.54; 868 at $61.55; 200 at $61.57; 400 at $61.61; 110 at $61.67; 400 at $61.68.

6. Granted June 1, 2008; 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.

7. Granted September 1, 2008; 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.

8. Granted March 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.

9. 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 Alfred J. Amoroso	02/02/2011
	** 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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