SEC Form 4 · accession 0001593678-16-000139

Rovi Corp · ROVI

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Disposed 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.
• F10Granted 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.
• F11Granted 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.
• F12Granted 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.
• F13Granted 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.
• F14Granted 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.
• F15Granted 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.
• F16Granted July 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.
• F17Granted 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.
• F18Granted 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.
• F2All 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.
• F3Each restricted stock award represents a contingent right to receive one share of ROVI common stock.
• F4Each restricted stock unit represents a contingent right to receive one share of ROVI common stock.
• F5Granted June 1, 2012. Fully vested June 1, 2016.
• F6Granted 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.
• F7Granted 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.
• F8Granted 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.
• F9Granted 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.