Tom Carson Form 4 Rovi / Tom Carson ownership change

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^*

Carson Tom

(Last)

(First)

(Middle)

C/O ROVI CORPORATION

2 CIRCLE STAR WAY

(Street)

SAN CARLOS

94070

(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
X	Officer (give title below)	Other (specify below)
President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/07/2016

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	09/07/2016		D		279,163⁽¹⁾	D	⁽²⁾	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)
Employee Stock Option (right to buy)	$33.43⁽³⁾	09/07/2016		D			29,172⁽³⁾	⁽⁶⁾	03/01/2017	Common Stock	29,172	$0⁽³⁾	0	D
Employee Stock Option (right to buy)	$36.74⁽³⁾	09/07/2016		D			39,272⁽³⁾	⁽⁷⁾	04/01/2017	Common Stock	39,272	$0⁽³⁾	0	D
Employee Stock Option (right to buy)	$54.1⁽³⁾	09/07/2016		D			40,000⁽³⁾	⁽⁸⁾	03/01/2018	Common Stock	40,000	$0⁽³⁾	0	D
Employee Stock Option (right to buy)	$24.56⁽³⁾	09/07/2016		D			300,000⁽³⁾	⁽⁹⁾	01/03/2019	Common Stock	300,000	$0⁽³⁾	0	D
Performance Rights	⁽³⁾⁽⁴⁾	09/07/2016		D			44,413⁽³⁾	⁽¹⁰⁾	03/01/2017	Common Stock	44,413	$0⁽³⁾	0	D
Employee Stock Option (right to buy)	$24.84⁽³⁾	09/07/2016		D			135,000⁽³⁾	⁽¹¹⁾	03/01/2021	Common Stock	135,000	$0⁽³⁾	0	D
Performance Rights	⁽³⁾⁽⁴⁾	09/07/2016		D			85,000⁽³⁾	⁽¹²⁾	03/01/2017	Common Stock	85,000	$0⁽³⁾	0	D
Employee Stock Option (right to buy)	$24.88⁽³⁾	09/07/2016		D			212,000⁽³⁾	⁽¹³⁾	03/01/2022	Common Stock	212,000	$0⁽³⁾	0	D
Restricted Stock Units	⁽³⁾⁽⁵⁾	09/07/2016		D			63,000⁽³⁾	⁽¹⁴⁾	03/01/2019	Common Stock	63,000	$0⁽³⁾	0	D
Performance Rights	⁽³⁾⁽⁵⁾	09/07/2016		D			84,000⁽³⁾	⁽¹⁵⁾	03/01/2018	Common Stock	84,000	$0⁽³⁾	0	D
Employee Stock Option (right to buy)	$23.44⁽³⁾	09/07/2016		D			98,645⁽³⁾	⁽¹⁶⁾	03/01/2023	Common Stock	98,645	$0⁽³⁾	0	D
Restricted Stock Units	⁽³⁾⁽⁵⁾	09/07/2016		D			56,925⁽³⁾	⁽¹⁷⁾	03/01/2020	Common Stock	56,925	$0⁽³⁾	0	D
Performance Rights	⁽³⁾⁽⁵⁾	09/07/2016		D			65,057⁽³⁾	⁽¹⁸⁾	03/01/2019	Common Stock	65,057	$0⁽³⁾	0	D

Explanation of Responses:

1. Includes 978 shares purchased on July 29, 2016 pursuant to the company's Employee Stock Purchase Plan (ESPP).

2. 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.

3. 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.

4. Each restricted stock award represents a contingent right to receive one share of ROVI common stock.

5. Each restricted stock unit represents a contingent right to receive one share of ROVI common stock.

6. Granted March 1, 2010. Fully vested March 1, 2014.

7. Granted April 1, 2010. Fully vested April 1, 2014.

8. Granted March 1, 2011. Fully vested March 1, 2015.

9. Granted January 3, 2012. Fully vested January 3, 2016.

10. Granted March 1, 2013, this restricted stock award will vest over a period of up to four years based on the achievement of total annual (measured on a calendar year basis) adjusted pro forma operating profit performance metrics.

11. 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.

12. 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.

13. 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.

14. 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.

15. 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.

16. 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.

17. 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.

18. 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.

Remarks:

	Sandy Kalina Attorney-in-Fact for Thomas Carson	09/08/2016
	** Signature of Reporting Person	Date
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Tom Carson Form 4Rovi / Tom Carson ownership change