SEC Form 4/A · accession 0000921895-15-002689

Rovi Corp · ROVI

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

This is an amendment (Form 4/A). It replaces an earlier filing for the same period.

Reporting owner

Glenn W. Welling

Director

Period of report

Nov 23, 2015

Accepted (ET)

Dec 3, 2015 · 4:46 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001424454

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Nov 23, 2015	P	10,759	$10.9638	A	448,373	I	By: Engaged Capital Master Feeder I, LP
Common Stock^F1	Nov 23, 2015	P	18,469	$10.8053	A	466,842	I	By: Engaged Capital Master Feeder I, LP
Common Stock^F1	Nov 23, 2015	P	12,647	$10.8998	A	479,489	I	By: Engaged Capital Master Feeder I, LP
Common Stock^F1	Nov 23, 2015	P	14,747	$10.919	A	494,236	I	By: Engaged Capital Master Feeder I, LP
Common Stock^F2	Nov 23, 2015	P	25,575	$10.9638	A	1,063,544	I	By: Engaged Capital Master Feeder II, LP
Common Stock^F2	Nov 23, 2015	P	35,253	$10.919	A	1,098,797	I	By: Engaged Capital Master Feeder II, LP
Common Stock^F2	Nov 23, 2015	P	30,235	$10.8998	A	1,129,032	I	By: Engaged Capital Master Feeder II, LP
Common Stock^F2	Nov 23, 2015	P	48,700	$10.8053	A	1,177,732	I	By: Engaged Capital Master Feeder II, LP
Common Stock^F1	Nov 24, 2015	P	30,300	$11.3063	A	524,536	I	By: Engaged Capital Master Feeder I, LP
Common Stock^F2	Nov 24, 2015	P	69,700	$11.3063	A	1,247,432	I	By: Engaged Capital Master Feeder II, LP
Common Stock^F1	Nov 25, 2015	P	44,721	$11.80	A	569,257	I	By: Engaged Capital Master Feeder I, LP
Common Stock^F1	Nov 25, 2015	P	14,441	$11.5446	A	583,698	I	By: Engaged Capital Master Feeder I, LP
Common Stock^F2	Nov 25, 2015	P	106,953	$11.80	A	1,354,385	I	By: Engaged Capital Master Feeder II, LP
Common Stock^F2	Nov 25, 2015	P	37,500	$11.5446	A	1,391,885	I	By: Engaged Capital Master Feeder II, LP
Common Stock	holding	—	—		—	27,603	D

Table II — derivative securities

No Table II lines on this filing.

Explanation of responses

F1Shares owned directly by Engaged Capital Master Feeder I, LP ("Engaged Capital Master I"). Mr. Welling, solely by virtue of his position as the founder and Chief Investment Officer ("CIO") of Engaged Capital, LLC ("Engaged Capital"), the general partner and investment advisor of Engaged Capital Master I, and as the sole member of Engaged Capital Holdings, LLC ("Engaged Holding"), the managing member of Engaged Capital, may be deemed to beneficially own the shares owned directly by Engaged Capital Master I for purposes of Section 16. Mr. Welling expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F2Shares owned directly by Engaged Capital Master Feeder II, LP ("Engaged Capital Master II"). Mr. Welling, solely by virtue of his position as the founder and CIO of Engaged Capital, the general partner and investment advisor of Engaged Capital Master II, and as the sole member of Engaged Holdings, the managing member of Engaged Capital, may be deemed to beneficially own the shares owned directly by Engaged Capital Master II for purposes of Section 16. Mr. Welling expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

Remarks

Transaction details remain unchanged. Amendment being filed to correct total amount of securities reported beneficially owned by Engaged Capital Master I following transactions on November 24, 2015 and November 25, 2015.