SEC Form 4 · accession 0001593678-16-000083

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, 2016

Accepted (ET)

Mar 3, 2016 · 6:32 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
Common Stock^F1,F2	Mar 1, 2016	M	31,942	$0.001	A	287,070	D
Common Stock^F3	Mar 1, 2016	M	31,537	$0.001	A	318,607	D
Common Stock^F4	Mar 1, 2016	M	21,000	$0.001	A	339,607	D
Common Stock^F5	Mar 1, 2016	F	61,422	$23.44	D	278,185	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 Units^F6,F7	—	Mar 1, 2016	A	56,925	A	—	Mar 1, 2020	Common Stock	56,925	56,925	D
Performance Rights^F6,F8	—	Mar 1, 2016	A	65,057	A	—	Mar 1, 2019	Common Stock	65,057	65,057	D
Employee Stock Option (Right to Buy)^F9	$23.44	Mar 1, 2016	A	98,645	A	—	Mar 1, 2023	Common Stock	98,645	98,645	D
Performance Rights^F1,F10	—	Mar 1, 2016	M	31,942	D	Mar 1, 2016	Mar 1, 2016	Common Stock	31,942	0	D
Performance Rights^F3,F10	—	Mar 1, 2016	M	31,537	D	Mar 1, 2016	Mar 1, 2017	Common Stock	31,537	44,413	D
Restricted Stock Units^F4,F6	—	Mar 1, 2016	M	21,000	D	Mar 1, 2016	Mar 1, 2019	Common Stock	21,000	63,000	D

Explanation of responses

F1Awarded 85% of target based upon performance metrics from the January 3, 2012 performance grant. 31,942 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 1,393 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. 31,537 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.