0001593678-14-000011.txt : 20140304 0001593678-14-000011.hdr.sgml : 20140304 20140304205020 ACCESSION NUMBER: 0001593678-14-000011 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140301 FILED AS OF DATE: 20140304 DATE AS OF CHANGE: 20140304 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Rovi Corp CENTRAL INDEX KEY: 0001424454 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 261739297 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: C/O ROVI ROVI CORPORATION STREET 2: 2830 DE LA CRUZ BOULEVARD CITY: SANTA CLARA STATE: CA ZIP: 95050 BUSINESS PHONE: 408-562-8400 MAIL ADDRESS: STREET 1: C/O ROVI ROVI CORPORATION STREET 2: 2830 DE LA CRUZ BOULEVARD CITY: SANTA CLARA STATE: CA ZIP: 95050 FORMER COMPANY: FORMER CONFORMED NAME: Macrovision Solutions CORP DATE OF NAME CHANGE: 20080118 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sergeeff Pamela A. CENTRAL INDEX KEY: 0001593678 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-53413 FILM NUMBER: 14667162 MAIL ADDRESS: STREET 1: 140 11TH AVE. CITY: SAN MATEO STATE: CA ZIP: 94401 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2014-03-01 0001424454 Rovi Corp ROVI 0001593678 Sergeeff Pamela A. C/O ROVI CORPORATION 2830 DE LA CRUZ BLVD SANTA CLARA CA 95050 0 1 0 0 EVP, GENERAL COUNSEL Common Stock 2014-03-01 4 A 0 50000 .001 A 99996 D Common Stock 2014-03-03 4 S 0 5082 22.55 D 94914 D Performance Rights .001 2014-03-01 4 A 0 20000 0 A 2017-03-01 Common Stock 20000 20000 D Employee Stock Option (right to buy) 24.84 2014-03-01 4 A 0 18500 0 A 2015-03-01 2021-03-01 Common Stock 18500 18500 D Granted March 1, 2014, this restricted stock award vests over four years with 25% vesting on each of the annual anniversaries of the grant date. Shares sold to cover tax withholdings associated with the vesting of restricted stock. Shares sold on the open market are reported as an average sell price per share of $22.55; breakdown of shares sold and per share sale prices are as follows: 4,632 at $22.50; 45 at $22.94; 91 at $23.02; 235 at 23.03 and 79 at $23.09. The restricted stock award will be measured over a period of three years based on the achievement of total annual adjusted pro forma revenue and adjusted pro forma operating profit performance metrics (each measured on a calendar year basis). At the end of the three-year period, an average vesting factor will be applied to the total grant amount to determine the total amount eligible to vest based on achievement of the performance metrics. A modifier based upon total shareholder return over the three-year period will then be applied to determine the actual amount of shares to be vested. Granted March 1, 2014; 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. Donna Gallardo Attorney-in-Fact for Pamela Sergeeff 2014-03-04