SEC Form 4 · accession 0001593678-16-000138

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

Sep 7, 2016

Accepted (ET)

Sep 8, 2016 · 6:01 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 Stock^F1,F2	Sep 7, 2016	D	279,163	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Employee Stock Option (right to buy)^F3,F6	$33.43	Sep 7, 2016	D	29,172	D	—	Mar 1, 2017	Common Stock	29,172	D
Employee Stock Option (right to buy)^F3,F7	$36.74	Sep 7, 2016	D	39,272	D	—	Apr 1, 2017	Common Stock	39,272	D
Employee Stock Option (right to buy)^F3,F8	$54.10	Sep 7, 2016	D	40,000	D	—	Mar 1, 2018	Common Stock	40,000	D
Employee Stock Option (right to buy)^F3,F9	$24.56	Sep 7, 2016	D	300,000	D	—	Jan 3, 2019	Common Stock	300,000	D
Performance Rights^F3,F4,F10	—	Sep 7, 2016	D	44,413	D	—	Mar 1, 2017	Common Stock	44,413	D
Employee Stock Option (right to buy)^F3,F11	$24.84	Sep 7, 2016	D	135,000	D	—	Mar 1, 2021	Common Stock	135,000	D
Performance Rights^F3,F4,F12	—	Sep 7, 2016	D	85,000	D	—	Mar 1, 2017	Common Stock	85,000	D
Employee Stock Option (right to buy)^F3,F13	$24.88	Sep 7, 2016	D	212,000	D	—	Mar 1, 2022	Common Stock	212,000	D
Restricted Stock Units^F3,F5,F14	—	Sep 7, 2016	D	63,000	D	—	Mar 1, 2019	Common Stock	63,000	D
Performance Rights^F3,F5,F15	—	Sep 7, 2016	D	84,000	D	—	Mar 1, 2018	Common Stock	84,000	D
Employee Stock Option (right to buy)^F3,F16	$23.44	Sep 7, 2016	D	98,645	D	—	Mar 1, 2023	Common Stock	98,645	D
Restricted Stock Units^F3,F5,F17	—	Sep 7, 2016	D	56,925	D	—	Mar 1, 2020	Common Stock	56,925	D
Performance Rights^F3,F5,F18	—	Sep 7, 2016	D	65,057	D	—	Mar 1, 2019	Common Stock	65,057	D

Explanation of responses

F1Includes 978 shares purchased on July 29, 2016 pursuant to the company's Employee Stock Purchase Plan (ESPP).
F10Granted March 1, 2013, this restricted stock award will vest over a period of up to four years based on the achievement of total annual (measured on a calendar year basis) adjusted pro forma operating profit performance metrics.
F11Granted March 1, 2014, 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.
F12Granted March 1, 2014, this restricted stock award will be measured over a period of three years based on the achievement of total annual adjusted pro forma revenue and adjusted pro forma operating profit performance metrics (each measured on a calendar year basis). At the end of the three-year period, an average vesting factor will be applied to the total grant amount to determine the total amount eligible to vest based on achievement of the performance metrics. A modifier based upon total shareholder return over the three-year period will then be applied to determine the actual amount of shares to be vested.
F13Granted March 1, 2015, 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.
F14Granted March 1, 2015, this restricted stock unit grant vests over four years with a 25% vesting on each of the annual anniversaries of the grant date.
F15Granted March 1, 2015, 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.
F16Granted March 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.
F17Granted March 1, 2016, this restricted stock unit grant vests over four years with a 25% vesting on each of the annual anniversaries of the grant date.
F18Granted 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.
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.
F3All outstanding derivative securities, which include options, restricted stock units and performance rights, were assumed by TiVo Corporation pursuant to the Merger Agreement and the Rovi Merger Agreement and were converted into an equivalent number of shares of options, restricted stock units and performance rights, respectively, of TiVo Corporation common stock, at equivalent exercise prices and under the same terms and conditions as the original award.
F4Each restricted stock award represents a contingent right to receive one share of ROVI common stock.
F5Each restricted stock unit represents a contingent right to receive one share of ROVI common stock.
F6Granted March 1, 2010. Fully vested March 1, 2014.
F7Granted April 1, 2010. Fully vested April 1, 2014.
F8Granted March 1, 2011. Fully vested March 1, 2015.
F9Granted January 3, 2012. Fully vested January 3, 2016.