SEC Form 4 · accession 0001593678-16-000087
Rovi Corp · ROVI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Glenn W. Welling
Director
Period of report
Apr 1, 2016
Accepted (ET)
Apr 5, 2016 · 5:48 pm EDT
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 | Apr 1, 2016 | A | 926 | $0.001 | A | 28,529 | D | |
| Common StockF2 | holding | — | — | — | 650,785 | I | By:Engaged Capital Master Feeder I, LP | |
| Common StockF3 | holding | — | — | — | 1,599,215 | I | By: Engaged Capital Master Feeder II, LP |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Shares granted pursuant to 2016 non-employee director compensation policy which allows the non-employee director the option to receive Board retainers in cash or in equity in the form of fully-vested restricted stock. Grant reflects director compensation for the first quarter of fiscal year 2016.
- F2Shares owned directly by Engaged Capital Master Feeder I, LP ("Engaged Capital Master I"). Mr. Welling, solely by virtue of his position as the founder and Chief Investment Officer ("CIO") of Engaged Capital, LLC ("Engaged Capital"), the general partner and investment advisor of Engaged Capital Master I, and as the sole member of Engaged Capital Holdings, LLC ("Engaged Holding"), the managing member of Engaged Capital, may be deemed to beneficially own the shares owned directly by Engaged Capital Master I for purposes of Section 16. Mr. Welling expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- F3Shares owned directly by Engaged Capital Master Feeder II, LP ("Engaged Capital Master II"). Mr. Welling, solely by virtue of his position as the founder and CIO of Engaged Capital, the general partner and investment advisor of Engaged Capital Master II, and as the sole member of Engaged Holdings, the managing member of Engaged Capital, may be deemed to beneficially own the shares owned directly by Engaged Capital Master II for purposes of Section 16. Mr. Welling expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.