SEC Form 4 · accession 0001593678-15-000010
Rovi Corp · ROVI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Tom Carson
Officer — President & CEO · Director
Period of report
Mar 1, 2015
Accepted (ET)
Mar 3, 2015 · 9:03 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 StockF1,F2 | Mar 1, 2015 | M | 34,125 | $0.001 | A | 263,990 | D | |
| Common StockF3 | Mar 1, 2015 | M | 32,900 | $0.001 | A | 296,890 | D | |
| Common StockF4 | Mar 1, 2015 | F | 58,397 | $24.88 | D | 238,493 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF5,F6 | — | Mar 1, 2015 | A | 84,000 | A | — | Mar 1, 2019 | Common Stock | 84,000 | 84,000 | D |
| Performance RightsF5,F7 | — | Mar 1, 2015 | A | 84,000 | A | — | Mar 1, 2018 | Common Stock | 84,000 | 84,000 | D |
| Employee Stock Option (Right to Buy)F8 | $24.88 | Mar 1, 2015 | A | 212,000 | A | — | Mar 1, 2022 | Common Stock | 212,000 | 212,000 | D |
| Performance RightsF1 | $0.001 | Mar 1, 2015 | M | 34,125 | D | Mar 1, 2015 | Mar 1, 2016 | Common Stock | 34,125 | 86,250 | D |
| Performance RightsF3 | $0.001 | Mar 1, 2015 | M | 32,900 | D | Mar 1, 2015 | Mar 1, 2017 | Common Stock | 32,900 | 75,950 | D |
Explanation of responses
- F1Awarded 91% of target based upon performance metrics from the January 3, 2012 performance grant. 34,125 shares are releaseable on March 1, 2015.
- F2Includes 1,130 shares purchased on January 30, 2015 pursuant to the company's Employee Stock Purchase Plan (ESPP).
- F3Awarded 94% of target based upon performance metrics from the March 1, 2013 performance grant. 32,900 shares are releaseable on March 1, 2015.
- F4Shares withheld to satisfy tax withholding obligations upon vesting of restricted stock.
- F5Each restricted stock unit represents a contingent right to receive one share of ROVI common stock.
- F6Granted March 1, 2015, this restricted stock unit grant vests over 4 years with 25% vesting on each of the annual anniversaries of the grant date.
- F7Granted 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.
- F8Granted March 1, 2015, 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.