SEC Form 4 · accession 0001593678-16-000079
Rovi Corp · ROVI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John E Burke
Officer — EVP, Chief Operating Officer
Period of report
Mar 1, 2016
Accepted (ET)
Mar 3, 2016 · 6:17 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, 2016 | M | 9,375 | $0.001 | A | 63,702 | D | |
| Common StockF3 | Mar 1, 2016 | F | 3,012 | $23.44 | D | 60,690 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance RightsF4,F5 | — | Mar 1, 2016 | A | 20,330 | A | — | Mar 1, 2019 | Common Stock | 20,330 | 20,330 | D |
| Restricted Stock UnitsF4,F6 | — | Mar 1, 2016 | A | 20,330 | A | — | Mar 1, 2020 | Common Stock | 20,330 | 20,330 | D |
| Employee Stock Option (right to buy)F7 | $23.44 | Mar 1, 2016 | A | 24,661 | A | — | Mar 1, 2023 | Common Stock | 24,661 | 24,661 | D |
| Restricted Stock UnitsF1,F4 | — | Mar 1, 2016 | M | 9,375 | D | Mar 1, 2016 | Mar 1, 2019 | Common Stock | 9,375 | 28,125 | D |
Explanation of responses
- F1Granted 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.
- F2Includes 2,370 shares purchased on January 29, 2016 pursuant to the company's Employee Stock Purchase Plan (ESPP).
- F3Shares withheld to satisfy tax wihholding obligations upon vesting of restricted stock units..
- F4Each restricted stock unit represents a contingent right to receive one share of ROVI common stock.
- F5Granted 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.
- F6Granted 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.
- F7Granted March 1, 2016, 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.