SEC Form 4 · accession 0001593678-16-000107
Rovi Corp · ROVI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Dustin Finer
Officer — ChiefAdmin&InternalOpsOfficer
Period of report
Jul 1, 2016
Accepted (ET)
Jul 6, 2016 · 6:33 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 | Jul 1, 2016 | F | 2,609 | $15.54 | D | 33,266 | D | |
| Common StockF2 | Jul 6, 2016 | S | 2,391 | $15.70 | D | 30,875 | 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 UnitsF3,F4 | — | Jul 1, 2016 | A | 15,159 | A | — | Jul 1, 2020 | Common Stock | 15,159 | 15,159 | D |
| Restricted Stock UnitF3,F5 | — | Jul 1, 2016 | A | 6,063 | A | — | Jul 1, 2020 | Common Stock | 6,063 | 6,063 | D |
| Performance RightsF3,F6 | — | Jul 1, 2016 | A | 6,063 | A | — | Mar 1, 2019 | Common Stock | 6,063 | 6,063 | D |
| Employee Stock Option (Right to Buy)F7 | $15.54 | Jul 1, 2016 | A | 3,031 | A | — | Jul 1, 2023 | Common Stock | 3,031 | 3,031 | D |
Explanation of responses
- F1Shares withheld to satisfy tax withholding obligations upon vesting of restricted stock.
- F2Sold pursuant to Mr. Finer's 10b5-1 plan dated December 3, 2015.
- F3Each restricted stock unit represents a contingent right to receive one share of ROVI common stock.
- F4Granted July 1, 2016, this restricted stock unit grant vests over four years with 50% vesting on the second anniversary of the grant date and 25% vesting on each of the remaining annual grant date anniversaries.
- F5Granted July 1, 2016, this restricted stock unit grant vests over four years with 25% vesting on each of the annual anniversaries of the grant date.
- F6Granted July 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.
- F7Granted July 1, 2016 this option vests one-fourth (1/4) on the first anniversary of the date of grant and the remaining three-fourths (3/4) vests in equal monthly increments over the next three years.