Rovi Form 3 / DUSTIN FINER ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

FINER DUSTIN

(Last)

(First)

(Middle)

C/O ROVI CORPORATION

2 CIRCLE STAR WAY

(Street)

SAN CARLOS

94070

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/01/2016

3. Issuer Name and Ticker or Trading Symbol
Rovi Corp [ ROVI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
ChiefAdmin&InternalOpsOfficer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	35,875	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽¹⁾	06/01/2019	Common Stock	60,000	23.48	D
Performance Rights	⁽²⁾	03/01/2017	Common Stock	19,034	⁽¹¹⁾	D
Employee Stock Option (right to buy)	⁽³⁾	03/01/2021	Common Stock	23,000	24.84	D
Performance Rights	⁽⁴⁾	03/01/2017	Common Stock	25,000	⁽¹¹⁾	D
Employee Stock Option (right to buy)	⁽⁵⁾	03/01/2022	Common Stock	25,000	24.88	D
Restricted Stock Unit	⁽⁶⁾	03/01/2019	Common Stock	15,750	⁽¹²⁾	D
Performance Rights	⁽⁷⁾	03/01/2018	Common Stock	21,000	⁽¹²⁾	D
Employee Stock Option (right to buy)	⁽⁸⁾	03/01/2023	Common Stock	7,398	23.44	D
Restricted Stock Unit	⁽⁹⁾	03/01/2020	Common Stock	6,099	⁽¹²⁾	D
Performance Rights	⁽¹⁰⁾	03/01/2019	Common Stock	6,099	⁽¹²⁾	D

Explanation of Responses:

1. Fully vested on June 1, 2016

2. Granted March 1, 2013, the 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.

3. 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.

4. Granted March 1, 2014, the 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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.

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

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

Remarks:

	Anna Felix Attorney-in-Fact for Dustin Finer	07/06/2016
	** 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 5 (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.

Rovi (ROVI) Inactive Form 3Rovi / DUSTIN FINER ownership change