Filing Details

Accession Number:
0001593678-14-000008
Form Type:
4
Zero Holdings:
No
Publication Time:
2014-03-04 20:39:43
Reporting Period:
2014-03-01
Filing Date:
2014-03-04
Accepted Time:
2014-03-04 20:39:43
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1424454 Rovi Corp ROVI Patent Owners & Lessors (6794) 261739297
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1358153 Tom Carson C/O Rovi Corporation
2830 De La Cruz Blvd.
Santa Clara CA 95050
President & Ceo Yes Yes No No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Acquisiton 2014-03-01 85,000 $0.00 292,500 No 4 A Direct
Common Stock Acquisiton 2014-03-01 29,625 $0.00 322,125 No 4 M Direct
Common Stock Acquisiton 2014-03-01 31,150 $0.00 353,275 No 4 M Direct
Common Stock Disposition 2014-03-03 50,100 $22.56 303,175 No 4 S Direct
Common Stock Disposition 2014-03-04 20,319 $24.33 282,856 No 4 S Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 A Direct
No 4 M Direct
No 4 M Direct
No 4 S Direct
No 4 S Direct
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Common Stock Performance Rights Acquisiton 2014-03-01 85,000 $0.00 85,000 $0.00
Common Stock Employee Stock Option (right to buy) Acquisiton 2014-03-01 135,000 $0.00 135,000 $24.84
Common Stock Performance Rights Disposition 2014-03-01 29,625 $0.00 29,625 $0.00
Common Stock Performance Rights Disposition 2014-03-01 31,150 $0.00 31,150 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
85,000 2017-03-01 No 4 A Direct
135,000 2015-03-01 2021-03-01 No 4 A Direct
120,375 2014-03-01 2016-03-31 No 4 M Direct
108,850 2014-03-01 2017-03-01 No 4 M Direct
Footnotes
  1. Granted March 1, 2014, this restricted stock award vests over four years with 25% vesting on each of the annual anniversaries of the grant date.
  2. Includes 1,865 shares purchased on January 31, 2014 pursuant to the company's Employee Stock Purchase Plan (ESPP).
  3. Shares sold to satisfy tax withholding obligations upon vesting of restricted stock.
  4. Shares sold on the open market are reported as an average sell price per share of $22.56; breakdown of shares sold and per share sale prices are as follows: 45,681at $22.50; 1,736 at $23.02; 1,240 at 23.08; 656 at 23.22; 100 at $23.23 amd 687 at$23.78.
  5. Sold pursuant to Mr. Carson's 10b5-1 plan dated May 7, 2013.
  6. Shares sold on the open market are reported as an average sell price per share of $24.33 breakdown of shares sold and per share sale prices are as follows: 707 at $24.11; 700 at $24.12; 1,100 at 24.14; 2,473 at 24.16; 300 at $24.18; 600 at $24.19; 300 at $24.23; 1,407 at $24.25; 400 at $24.29; 500 at $24.35; 1,400 at $24.36; 1,692 at 24.37; 1,500 at $24.38; 1,720 at $24.39; 2,010 at 24.40; 200 at $24.41; 500 at $24.42; 10 at $24.43; 1,100 at $24.46; 100 at $24.52; 500 at $24 53; 100 at $24.57; 200 at $24.58; 100 at $24.63; 100 at $24.65, 100 at $24.68; 100 at $24.85 and 400 at $24.91.
  7. The 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.
  8. Granted March 1, 2014; vests one-fourth (1/4) on the first anniversary of the date of grant and the remaining three-fourths (3/4) vesting in equal monthly increments over the next three years.
  9. Achievement was met at 79% of target on the performance metrics from the July 1, 2012 performance grant. 29,625 shares are releasable on March 1, 2014.
  10. Achievement was met at 89% of target on the performance metrics from the March 1, 2013 performance grant. 31,150 shares are releasable on March 1, 2014.