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^*

QUINDLEN RUTHANN

(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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2010

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	05/11/2010		M		35,000	A	$14.29	35,000	D
Common Stock	05/11/2010		S		35,000	D	$36.46⁽³⁾⁽⁴⁾	0	D
Common Stock	05/11/2010		M		33,750	A	$23.68	33,750	D
Common Stock	05/11/2010		S		33,750	D	$36.46⁽³⁾⁽⁴⁾	0	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)
Director Stock Option (right to buy)	$14.29	05/11/2010		M			35,000	⁽¹⁾	07/15/2015	Common Stock	35,000	$0	25,000	D
Director Stock Option (right to buy)	$23.68	05/11/2010		M			33,750	⁽²⁾	07/15/2016	Common Stock	33,750	$0	11,250	D

Explanation of Responses:

1. Granted July 15, 2008; vests monthly over 3 years.

2. Granted July 15, 2009; vests monthly over 1 year.

3. Shares sold on the Open Market are reported as an average sell price per share of $36.46; breakdown of shares sold and per share sale prices are as follows: 100 at $36.12; 400 at $36.15; 300 at $36.16; 600 at $36.17; 600 at $36.18; 800 at $36.19; 600 at $36.20; 1,550 at $36.21; 1,533 at $36.22; 1,172 at $36.23; 400 at $36.24; 200 at $36.25; 1,100 at $36.26; 1,000 at $36.27; 1,195 at $36.28; 1,000 at $36.29; 1,908 at $36.30; 1,500 at $36.31; 2,199 at $36.32; 2,660 at $36.33; 1,841 at $36.34; 900 at $36.35; 800 at $36.36; 800 at $36.37; 600 at $36.38; 2,107 at $36.39; 2,793 at $36.40; 1,700 at $36.41; 2,000 at $36.42; 1,600 at $36.43; 1,100 at $36.44; 1,000 at $36.45; 1,492 at $36.46; 3,048 at $36.47; 2,346 at $36.48; 1,100 at $36.49; 1,106 at $36.50; 900 at $36.51; 400 at $36.52; 1,400 at $36.53; 600 at $36.54; 1,600 at $36.55; 500 at $36.56; 800 at $36.57; 100 at $36.58; 600 at $36.59; 800 at $36.60; 700 at $36.61; 700 at $36.62, additional shares sold continued in footnote (4).

4. Shares sold on the Open Market are reported as an average sell price per share of $36.46 (continued); breakdown of shares sold and per share sale prices are as follows: 600 at $36.63; 200 at $36.64; 500 at $36.65; 100 at $36.66; 500 at $36.67; 400 at $36.68; 700 at $36.69; 200 at $36.70; 200 at $36.72; 700 at $36.73; 100 at $36.76; 700 at $36.79; 400 at $36.80; 200 at $36.81; 300 at $36.83; 400 at $36.84; 1,100 at $36.85; 300 at $36.86; 300 at $36.87; 900 at $36.88; 2,000 at $36.89; 700 at $36.90; 300 at $36.91; 400 at $36.92; 100 at $36.93 and 200 at $36.94.

Remarks:

	Daybeth Cordoba Attorney-in-Fact for Ruthann Quindlen	05/13/2010
	** 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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