SEC Form 4 · accession 0001593678-16-000140
Rovi Corp · ROVI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Wesley Gutierrez
Officer — CAO & Treasurer
Period of report
Sep 7, 2016
Accepted (ET)
Sep 8, 2016 · 6:05 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 | 22,085 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F4,F5 | — | Sep 7, 2016 | D | 7,500 | D | — | Mar 1, 2019 | Common Stock | 7,500 | 0 | D |
| Restricted Stock UnitsF3,F4,F6 | — | Sep 7, 2016 | D | 10,500 | D | — | Mar 1, 2020 | Common Stock | 10,500 | 0 | D |
Explanation of responses
- F1Includes 4,427 shares purchased on July 29, 2016 pursuant to the company's Employee Stock Purchase Plan (ESPP).
- 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.
- F3Restricted stock units 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 restricted stock units of TiVo Corporation common stock, under the same terms and conditions as the original award.
- F4Each restricted stock unit represents a contingent right to receive one share of ROVI common stock.
- F5Granted 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.
- F6Granted 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.