0001593678-16-000142.txt : 20160908 0001593678-16-000142.hdr.sgml : 20160908 20160908180916 ACCESSION NUMBER: 0001593678-16-000142 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160907 FILED AS OF DATE: 20160908 DATE AS OF CHANGE: 20160908 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: 2 CIRCLE STAR WAY CITY: SAN CARLOS STATE: CA ZIP: 94070 BUSINESS PHONE: 408-562-8400 MAIL ADDRESS: STREET 1: C/O ROVI ROVI CORPORATION STREET 2: 2 CIRCLE STAR WAY CITY: SAN CARLOS STATE: CA ZIP: 94070 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: 001-37764 FILM NUMBER: 161877344 MAIL ADDRESS: STREET 1: 140 11TH AVE. CITY: SAN MATEO STATE: CA ZIP: 94401 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2016-09-07 1 0001424454 Rovi Corp ROVI 0001593678 Sergeeff Pamela A. C/O ROVI CORPORATION 2 CIRCLE STAR WAY SAN CARLOS CA 94070 0 1 0 0 EVP, General Counsel Common Stock 2016-09-07 4 D 0 82390 D 0 D Employee Stock Option (right to buy) 24.84 2016-09-07 4 D 0 18500 0 D 2021-03-01 Common Stock 18500 0 D Performance Rights 2016-09-07 4 D 0 20000 0 D 2017-03-01 Common Stock 20000 0 D Employee Stock Option (right to buy) 24.88 2016-09-07 4 D 0 25000 0 D 2022-03-01 Common Stock 25000 0 D Restricted Stock Units 2016-09-07 4 D 0 15750 0 D 2019-03-01 Common Stock 15750 0 D Performance Rights 2016-09-07 4 D 0 21000 0 D 2018-03-01 Common Stock 21000 0 D Employee Stock Option (right to buy) 23.44 2016-09-07 4 D 0 14797 0 D 2023-03-01 Common Stock 14797 0 D Restricted Stock Units 2016-09-07 4 D 0 12198 0 D 2020-03-01 Common Stock 12198 0 D Performance Rights 2016-09-07 4 D 0 12198 0 D 2019-03-01 Common Stock 12198 0 D Disposed of pursuant to that certain Agreement and Plan of Merger, dated as of April 28, 2016 (the "Merger Agreement"), by and among the issuer, TiVo Corporation (f/k/a Titan Technologies Corporation), TiVo Inc., Titan Acquisition Sub, Inc., and Nova Acquisition Sub, Inc., and related statutory merger agreement between Nova Acquisition Sub, Inc. and issuer (the "Rovi Merger Agreement"), in a one-for-one exchange of TiVo Corporation common stock. All outstanding derivative securities, which include options, restricted stock units and performance rights, were assumed by TiVo Corporation pursuant to the Merger Agreement and the Rovi Merger Agreement and were converted into an equivalent number of shares of options, restricted stock units and performance rights, respectively, of TiVo Corporation common stock, at equivalent exercise prices and under the same terms and conditions as the original award. Each restricted stock award represents a contingent right to receive one share of ROVI common stock. Each restricted stock unit represents a contingent right to receive one share of ROVI common stock. Granted March 1, 2014, this option vests one-fourth (1/4) on the first anniversary of the date of grant and the remaining three-fourths (3/4) vests in equal monthly increments over the next three years. Granted March 1, 2014, this 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, 2015, this option vests one-fourth (1/4) on the first anniversary of the date of grant and the remaining three-fourths (3/4) vests in equal monthly increments over the next three years. Granted March 1, 2015, this restricted stock unit grant vests over four years with a 25% vesting on each of the annual anniversaries of the grant date. Granted March 1, 2015, these performance awards are based entirely on a three-year performance period and are eligible to vest after three years based upon the achievement of the following two factors, each weighted equally: (i) a three-year relative TSR metric of percentile ranking against a peer group established by our compensation committee, and (ii) three-year revenue compound annual growth rate and margin targets. Granted March 1, 2016, this option vests one-fourth (1/4) on the first anniversary of the date of grant and the remaining three-fourths (3/4) vests in equal monthly increments over the next three years. Granted March 1, 2016, this restricted stock unit grant vests over four years with a 25% vesting on each of the annual anniversaries of the grant date. Granted March 1, 2016, these performance awards are based entirely on a three-year performance period and are eligible to vest after three years based upon the achievement of the following two factors, each weighted equally: (i) a three-year relative TSR metric of percentile ranking against a peer group established by our compensation committee, and (ii) three-year revenue compound annual growth rate and margin targets. Sandy Kalina Attorney-in-Fact for Pamela A Sergeeff 2016-09-08