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*
DiMaria Matthew
(Last) (First) (Middle)
C/C SONIC SOLUTIONS, 7250 REDWOOD BLVD.
SUITE 300
(Street)
NOVATO CA 94945
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SONIC SOLUTIONS/CA/ [ SNIC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, General Manager Roxio
3. Date of Earliest Transaction (Month/Day/Year)
02/14/2011
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)
Code V Amount (A) or (D) Price
Common Stock 02/14/2011 U 38,542 D $14.99(4) 0 D
Common Stock 02/14/2011 M 3,500 A $1.23 3,500 D
Common Stock 02/14/2011 S(1) 3,500 D $14.93(2) 0 D
Common Stock 02/14/2011 M(5) 18,750 A $0.00 18,750 D
Common Stock 02/14/2011 F(6) 8,750 D $14.93 10,000 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $1.23 02/14/2011 M 3,500 (3) 12/15/2018 Common Stock 3,500 $0 44,417 D
Restricted Stock Unit $0.00 02/14/2011 M 18,750 (5) 10/07/2020 Common Stock 18,750 $0 0 D
Stock Option (Right to Buy) $1.23 02/14/2011 D 44,417 (7) 12/15/2018 Common Stock 44,417 $0 $302,428 D
Stock Option (Right to Buy) $4.82 02/14/2011 D 34,375 (7) 10/28/2019 Common Stock 34,375 $0 $168,252 D
Explanation of Responses:
1. These shares are being sold pursuant to a 10b5-1 plan.
2. Average multiple open market transactions during the day. Purchase prices for the shares ranged from $14.92 to $14.96.
3. The underlying stock option vested immediately upon change in control per standard company policy for executive officers and directors.
4. Price represents February 14, 2011 value of aggregate tender offer consideration of 45% Rovi Corporation common stock and 55% cash. Final calculation of actual consideration has not yet been performed, and payment has not yet been received.
5. This Form 4 is being filed to report the accelerated vesting of Restricted Stock Units ("RSUs") in conjunction with change of control terms between Sonic Solutions (the "Company") and reporting person. Each RSU represents a contingent right to receive one share of Company common stock. The RSU was originally granted on October 7, 2010. Vested shares will be delivered to the reporting person.
6. Represents shares withheld to satisfy income tax obligations associated with the release of common stock to the reporting person upon the vesting of RSUs.
7. The exchange offer by Rovi Corporation for any and all shares of Common Stock of Sonic Solutions has expired and on February 14, 2011, Rovi Corporation accepted for payment in accordance with the terms of the offer, approximately 89.3% of the outstanding Sonic Solutions common stock. Pursuant to an agreement between Sonic Solutions and the filer, upon such acceptance, all outstanding unvested options to purchase common stock vested. Pursuant to resolutions of the compensation committee of the board of directors of Sonic Solutions and of the board of directors of Sonic Solutions and the agreement with the filer pursuant thereto, all such options not previously sold pursuant to 10b5-1 plan, have been automatically net exercised and have been automatically settled in cash.
/s/ Matthew S. DiMaria 02/16/2011
** 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.