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*
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)
10/04/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
10/05/2010
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 10/04/2010 M 100,000(1) A $13.53 272,500 D
Common Stock 10/04/2010 S 100,000(1) D $49.2(2) 172,500 D
Common Stock 10/04/2010 S 100,000(1) D $49.46(3)(4) 89,979 I Amoroso Family Trust(5)
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) $13.53 10/04/2010 M 100,000 (6) 06/01/2013 Common Stock 100,000 $0 267,360(7) D
Explanation of Responses:
1. Shares sold pursuant to Mr. Amoroso's 10b5-1 plans dated August 13, 2010.
2. Shares sold on the open market are reported as an average sell price per share of $49.20; breakdown of shares sold and per share sale prices are as follows: 300 at $49.06; 2,276 at $49.07; 5,224 at $49.08; 2,300 at $49.09; 1,757 at $49.10; 1,719 at $49.11; 1,000 at $49.12; 2,400 at $49.13; 1,824 at $49.14; 4,431 at $49.15; 3,783 at $49.16; 4,817 at $49.17; 3,597 at $49.18; 2,645 at $49.19; 7,314 at $49.20; 7,100 at $49.21; 5,610 at $49.22; 5,783 at $49.23; 7,288 at $49.24; 11,089 at $49.25; 4,743 at $49.26; 4,700 at $49.27; 1,900 at $49.28; 1,395 at $49.29; 1,405 at $49.30; 800 at $49.31; 500 at $49.32; 400 at $49.33; 100 at $49.34; 700 at $49.35; 200 at $49.36; 300 at $49.37; 500 at $49.38 and 100 at $49.39.
3. Shares sold on the open market are reported as an average sell price per share of $49.46; breakdown of shares sold and per share sale prices are as follows: 100 at $49.06; 400 at $49.07; 1,000 at $49.08; 1,800 at $49.09; 2,600 at $49.10; 2,200 at $49.11; 1,900 at $49.12; 1,400 at $49.13; 1,900 at $49.14; 1,100 at $49.15; 2,300 at $49.16; 800 at $49.17; 900 at $49.18; 2,900 at $49.19; 1,000 at $49.20; 4,946 at $49.21; 3,500 at $49.22; 2,300 at $49.23; 2,900 at $49.24; 4,570 at $49.25; 6,100 at $49.26; 900 at $49.27; 1,500 at $49.28; 1,130 at $49.29; 1,100 at $49.30; 1,148 at $49.31; 1,468 at $49.32; 3,234 at $49.33; 1,604 at $49.34; 2,500 at $49.35; 700 at $49.36; 700 at $49.37; 100 at $49.38; 700 at $49.39; 900 at $49.40; 1,100 at $49.41; 1,600 at $49.42; 1,100 at $49.43; 300 at $49.45; 100 at $49.46; 300 at $49.47; 200 at $49.48; 200 at $49.49; 700 at $49.50; 1,300 at $49.51; 100 at $49.54; 800 at $49.55; 200 at $49.56; 100 at $49.58; additional shares sold continued on Footnote (4).
4. Shares sold on the open market are reported as an average sell price per share of $49.46 (continued); breakdown of shares sold and per share sale prices are as follows: 200 at $49.59; 600 at $49.60; 300 at $49.61; 1,100 at $49.62; 1,000 at $49.69; 300 at $49.73; 100 at $49.75; 100 at $49.76; 300 at $49.77; 600 at $49.78; 600 at $49.79; 200 at $49.81; 1,400 at $49.94; 800 at $49.96; 100 at $49.98; 1,200 at $50.00; 1,700 at $50.01; 903 at $50.02; 500 at $50.03; 400 at $50.04; 1,500 at $50.05; 997 at $50.06; 1,500 at $50.07; 1,400 at $50.08; 700 at $50.09; 900 at $50.10; 1,700 at $50.11; 300 at $50.12; 800 at $50.13; 1,300 at $50.14; 700 at $50.15; 1,200 at $50.16; 100 at $50.17; 300 at $50.18; 300 at $50.19; 200 at $50.20; 200 at $50.21; 200 at $50.22; 400 at $50.26; 100 at $50.27 and 400 at $50.32.
5. Mr. Amoroso and his wife are co-trustees of the Amoroso Family Trust.
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. The transaction reported on this line is being re-reported because the numbers reported in Columns 7 and 9 of Table II of the original Form 4 filed on October 5, 2010 were incorrect.
Remarks:
Daybeth Cordoba Attorney-in-Fact for Alfred J. Amoroso 03/18/2011
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.