SEC Form 4 · accession 0001593678-16-000081
Rovi Corp · ROVI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Peter Halt
Officer — CFO
Period of report
Mar 1, 2016
Accepted (ET)
Mar 3, 2016 · 6:26 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 | 1,065 | $0.001 | A | 148,356 | D | |
| Common StockF3 | Mar 1, 2016 | M | 13,516 | $0.001 | A | 161,872 | D | |
| Common StockF4 | Mar 1, 2016 | M | 7,000 | $0.001 | A | 168,872 | D | |
| Common StockF5 | Mar 1, 2016 | F | 19,482 | $23.44 | D | 149,390 | 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 UnitsF6,F7 | — | Mar 1, 2016 | A | 18,297 | A | — | Mar 1, 2020 | Common Stock | 18,297 | 18,297 | D |
| Performance RightsF6,F8 | — | Mar 1, 2016 | A | 18,297 | A | — | Mar 1, 2019 | Common Stock | 18,297 | 18,297 | D |
| Employee Stock Option (Right to Buy)F9 | $23.44 | Mar 1, 2016 | A | 22,195 | A | — | Mar 1, 2023 | Common Stock | 22,195 | 22,195 | D |
| Performance RightsF1,F10 | — | Mar 1, 2016 | M | 1,065 | D | Mar 1, 2016 | Mar 1, 2016 | Common Stock | 1,065 | 0 | D |
| Performance RightsF3,F10 | — | Mar 1, 2016 | M | 13,516 | D | Mar 1, 2016 | Mar 1, 2017 | Common Stock | 13,516 | 19,034 | D |
| Restricted Stock UnitsF4,F6 | — | Mar 1, 2016 | M | 7,000 | D | Mar 1, 2016 | Mar 1, 2019 | Common Stock | 7,000 | 21,000 | D |
Explanation of responses
- F1Awarded 85% of target based upon performance metrics from the July 1, 2012 performance grant. 1,065 shares are releaseable on March 1, 2016.
- F10Each restricted stock award share represents a contingent right to receive one share of ROVI common stock.
- F2Includes 2,371 shares purchased on January 29, 2016 pursuant to the company's Employee Stock Purchase Plan (ESPP).
- F3Awarded 90% of target based upon performance metrics from the March 1, 2013 performance grant. 13,516 shares are releaseable on March 1, 2016.
- F4Granted 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.
- F5Shares withheld to satisfy tax withholding obligations upon vesting of restricted stock.
- F6Each restricted stock unit represents a contingent right to receive one share of ROVI common stock.
- F7Granted March 1, 2016, this restricted stock unit grant vests over 4 years with 25% vesting on each of the annual anniversaries of the grant date.
- F8Granted 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.
- F9Granted 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.