SEC Form 4 · accession 0001593678-15-000014
Rovi Corp · ROVI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Pamela A. Sergeeff
Officer — EVP, GENERAL COUNSEL
Period of report
Mar 1, 2015
Accepted (ET)
Mar 3, 2015 · 9:22 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 | Mar 1, 2015 | F | 7,041 | $24.88 | D | 86,442 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance RightsF2,F3 | — | Mar 1, 2015 | A | 21,000 | A | — | Mar 1, 2018 | Common Stock | 21,000 | 21,000 | D |
| Restricted Stock UnitsF2,F4 | — | Mar 1, 2015 | A | 21,000 | A | — | Mar 1, 2019 | Common Stock | 21,000 | 21,000 | D |
| Employee Stock Option (right to buy)F5 | $24.88 | Mar 1, 2015 | A | 25,000 | A | — | Mar 1, 2022 | Common Stock | 25,000 | 25,000 | D |
Explanation of responses
- F1Shares withheld to satisfy tax withholding obligations upon vesting of restricted stock.
- F2Each restricted stock unit represents a contingent right to receive one share of ROVI common stock.
- F3Granted 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.
- F4Granted 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.
- F5Granted 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.