SEC Form 4 · accession 0001593678-16-000136
Rovi Corp · ROVI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ruthann Quindlen
Other
Period of report
Sep 7, 2016
Accepted (ET)
Sep 8, 2016 · 5:55 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,F2 | Sep 7, 2016 | D | 38,442 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Director Stock Option (right to buy)F3,F4 | $57.63 | Sep 7, 2016 | D | 15,000 | D | — | Jul 1, 2018 | Common Stock | 15,000 | 0 | D |
Explanation of responses
- F1Includes the restricted stock award of 10,296 shares granted on July 1, 2016 that was accelerated and became fully vested on September 7, 2016 at the completion of Rovi's acquisition of TiVo Inc. pursuant to the Merger Agreement (as defined below).
- F2Disposed of pursuant to that certain Agreement and Plan of Merger, dated as of April 28, 2016 (the "Merger Agreement"), by and among the issuer, TiVo Corporation (f/k/a Titan Technologies Corporation), TiVo Inc., Titan Acquisition Sub, Inc., and Nova Acquisition Sub, Inc., and related statutory merger agreement between Nova Acquisition Sub, Inc. and issuer (the "Rovi Merger Agreement"), in a one-for-one exchange of TiVo Corporation common stock.
- F3Option was assumed by TiVo Corporation pursuant to the Merger Agreement and the Rovi Merger Agreement and was converted into an option to purchase an equivalent number of shares of TiVo Corporation common stock at an equivalent exercise price and under the same terms and conditions as the original option.
- F4Granted July 1, 2011. Fully vested July 1, 2012.
Remarks
This is a voluntary form to disclose that Ms. Quindlen is no longer subject to Section 16 reporting for Rovi Corporation effective September 7, 2016.