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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Rovi Corp [ ROVI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/02/2011 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 09/02/2011 | G | V | 9,375(1) | D | $0 | 44,000 | D | ||
Common Stock | 09/02/2011 | G | V | 9,375(1) | A | $0 | 9,375 | I | Budge Family Trust | |
Common Stock | 09/02/2011 | S | 9,375(2) | D | $46.83(3) | 0 | I | Budge Family Trust | ||
Common Stock | 09/06/2011 | M | 1,250(4) | A | $15.73 | 45,250 | D | |||
Common Stock | 09/06/2011 | S | 1,250(4) | D | $45.29(5) | 44,000 | D | |||
Common Stock | 09/06/2011 | M | 1,250(4) | A | $30 | 45,250 | D | |||
Common Stock | 09/06/2011 | S | 1,250(4) | D | $45.29(5) | 44,000 | D | |||
Common Stock | 09/06/2011 | M | 1,459(4) | A | $33.43 | 45,459 | D | |||
Common Stock | 09/06/2011 | S | 1,459(4) | D | $45.29(5) | 44,000 | D | |||
Common Stock | 09/06/2011 | M | 1,354(4) | A | $36.74 | 45,354 | D | |||
Common Stock | 09/06/2011 | S | 1,354(4) | D | $45.29(5) | 44,000 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Option (right to buy) | $15.73 | 09/06/2011 | M | 1,250 | (6) | 03/01/2016 | Common Stock | 1,250 | $0 | 22,500 | D | ||||
Employee Stock Option (right to buy) | $30 | 09/06/2011 | M | 1,250 | (7) | 09/01/2016 | Common Stock | 1,250 | $0 | 30,000 | D | ||||
Employee Stock Option (right to buy) | $33.43 | 09/06/2011 | M | 1,459 | (8) | 03/01/2017 | Common Stock | 1,459 | $0 | 43,750 | D | ||||
Employee Stock Option (right to buy) | $36.74 | 09/06/2011 | M | 1,354 | (9) | 04/01/2017 | Common Stock | 1,354 | $0 | 41,980 | D |
Explanation of Responses: |
1. Reflects 9,375 restricted shares vested on September 1, 2011 which were held directly by Mr. Budge that were transferred into the Budge Family Trust for estate planning purposes. The result is a change in the form of beneficial ownership from direct to indirect. |
2. Shares sold pursuant to Mr. Budge's 10b5-1 plan dated June 12, 2009. |
3. Shares sold on the open market are reported as an average sell price per share of $46.83; breakdown of shares sold and per share sale prices are as follows: 100 at $46.25; 100 at $46.39; 200 at $46.40; 100 at $46.47; 500 at $46.49; 200 at $46.60; 100 at $46.62; 100 at $46.63; 500 at $46.64; 100 at $46.72; 100 at $46.73; 300 at $46.74; 300 at $46.79; 700 at $46.80; 300 at $46.81; 700 at $46.82; 100 at $46.84; 100 at $46.85; 200 at $46.87; 200 at $46.90; 6 at $46.91; 100 at $46.92; 100 at $46.93; 200 at $46.94; 100 at $46.95; 1,775 at $46.96; 400 at $46.97; 100 at $46.98; 458 at $46.99; 222 at $47.03; 200 at $47.04; 114 at $47.06; 500 at $47.07 and 100 at $47.11. |
4. Shares sold pursuant to Mr. Budge's 10b5-1 plan dated June 2, 2011. |
5. Shares sold on the open market are reported as an average sell price per share of $45.29; breakdown of shares sold and per share sale prices are as follows: 300 at 44.63; 100 at 44.78; 13 at 44.80; 100 at 44.95; 100 at 44.96; 300 at 44.98; 100 at 44.99; 100 at 45.00; 100 at 45.01; 100 at 45.07; 100 at 45.08; 200 at 45.11; 100 at 45.12; 100 at 45.13; 100 at 45.14; 100 at 45.17; 100 at 45.19; 100 at 45.21; 100 at 45.25; 100 at 45.32; 200 at 45.36; 100 at 45.39; 100 at 45.42; 200 at 45.46; 300 at 45.49; 400 at 45.50; 200 at 45.51; 100 at 45.52; 200 at 45.53; 200 at 45.54; 100 at 45.55; 200 at 45.57; 100 at 45.58; 300 at 45.60 and 200 at 45.64. |
6. Granted March 1, 2009; 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. |
7. Granted September 1, 2009; 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. |
8. Granted March 1, 2010; 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. |
9. Granted April 1, 2010; 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. |
Remarks: |
Daybeth Cordoba Attorney-in-Fact for James Budge | 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). | ||
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. |