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)
09/01/2011

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	09/01/2011		S		52,500⁽¹⁾	D	$49.06⁽²⁾⁽³⁾	127,500	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)

Explanation of Responses:

1. Shares sold pursuant to Mr. Amoroso's 10b5-1 plan dated August 13, 2010.

2. Shares sold on the open market are reported as an average sell price per share of $49.06 and and per share sale prices are as follows; 200 at $48.40; 100 at $48.41; 360 at $48.45; 300 at $48.48; 200 at $48.50; 500 at $48.52; 300 at $48.53; 500 at $48.54; 100 at $48.57; 100 at $48.60; 200 at $48.61; 496 at $48.62; 204 at $48.63; 600 at $48.64; 200 at $48.65; 300 at $48.66; 900 at $48.67; 2,300 at $48.68; 2,700 at $48.69; 800 at $48.70; 1,400 at $48.71; 600 at $48.72; 400 at $48.73; 300 at $48.74; 720 at $48.75; 100 at $48.76; 384 at $48.77; 300 at $48.78; 996 at $48.79; 1,100 at $48.80; 500 at $48.81; 400 at $48.82; 140 at $48.83; 300 at $48.84; 400 at $48.87; 600 at $48.88; 200 at $48.90; 100 at $48.91; 100 at $48.92; 300 at $48.93; 400 at $48.94; 100 at $48.96; 200 at $48.97; 700 at $48.98; 400 at $49.00; 500 at $49.01; 500 at $49.02; 100 at $49.04; 400 at $49.05; 1,100 at $49.06; 600 at $49.07; 398 at $49.08; additional shares sold continued on Footnote (3).

3. Shares sold on the open market are reported as an average sell price per share of $49.06 (continued); breakdown of shares sold and per share sale prices are as follows: 500 at $49.09; 400 at $49.10; 600 at $49.11; 602 at $49.12; 900 at $49.13; 200 at $49.14; 600 at $49.15; 286 at $49.16; 600 at $49.17; 200 at $49.18; 300 at $49.19; 400 at $49.21; 200 at $49.22; 75 at $49.23; 25 at $49.24; 1,514 at $49.25; 1,100 at $49.26; 1,000 at $49.27; 2,146 at $49.28; 800 at $49.29; 954 at $49.32; 1,000 at $49.33; 1,400 at $49.35; 900 at $49.37; 600 at $49.38; 600 at $49.39; 100 at $49.40; 400 at $49.41; 725 at $49.42; 600 at $49.43; 100 at $49.44; 800 at $49.45; 575 at $49.47; 125 at $49.48; 775 at $49.51; 100 at $49.52; 200 at $49.53; 200 at $49.54; 300 at $49.55; 231 at $49.56; 669 at $49.57; 500 at $49.62; 300 at $49.64; 100 at $49.65; 300 at $49.66; 300 at $49.67; 700 at $49.72; 100 at $49.75; 100 at $49.76 and 200 at $49.80.

Remarks:

	Daybeth Cordoba Attorney-in-Fact for Alfred J. Amoroso	09/06/2011
	** 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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