Filing Details
- Accession Number:
- 0001593678-14-000013
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2014-03-04 20:56:30
- Reporting Period:
- 2014-03-01
- Filing Date:
- 2014-03-04
- Accepted Time:
- 2014-03-04 20:56:30
- SEC Url:
- Form 4 Filing
Issuer
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1286180 | Peter Halt | C/O Rovi Corporation 2830 De La Cruz Blvd. Santa Clara CA 95050 | Cfo | No | 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 | 25,000 | $0.00 | 155,749 | No | 4 | A | Direct | |
| Common Stock | Acquisiton | 2014-03-01 | 988 | $0.00 | 156,737 | No | 4 | M | Direct | |
| Common Stock | Acquisiton | 2014-03-01 | 13,350 | $0.00 | 170,087 | No | 4 | M | Direct | |
| Common Stock | Disposition | 2014-03-03 | 14,873 | $22.55 | 155,214 | 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 |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Common Stock | Performance Rights | Acquisiton | 2014-03-01 | 25,000 | $0.00 | 25,000 | $0.00 |
| Common Stock | Employee Stock Option (right to buy) | Acquisiton | 2014-03-01 | 23,000 | $0.00 | 23,000 | $24.84 |
| Common Stock | Performance Rights | Disposition | 2014-03-01 | 988 | $0.00 | 988 | $0.00 |
| Common Stock | Performance Rights | Disposition | 2014-03-01 | 13,350 | $0.00 | 13,350 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 25,000 | 2017-03-01 | No | 4 | A | Direct | |
| 23,000 | 2015-03-01 | 2021-03-01 | No | 4 | A | Direct |
| 4,012 | 2014-03-01 | 2016-07-01 | No | 4 | M | Direct |
| 46,650 | 2014-03-01 | 2017-03-01 | No | 4 | M | Direct |
Footnotes
- 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.
- Includes 1,864 shares purchased on January 31, 2014 pursuant to the company's Employee Stock Purchase Plan (ESPP).
- Achievement was met at 79% of target on the performance metrics from the July 1, 2012 performance grant. 988 shares are releasable on March 1, 2014.
- Achievement was met at 89% of target on the performance metrics from the March 1, 2013 performance grant. 13,350 shares are releasable on March 1, 2014.
- Shares sold to cover tax withholdings associated with the vesting of restricted stock.
- Shares sold on the open market are reported as an average sell price per share of $22.55; breakdown of shares sold and per share sale prices are as follows: 13,560 at $22.50; 365 at $22.95; 200 at $22.99; 89 at $23.00; 100 at 23.01; 117 at 23.03; 135 at $23.08 and 307 at $23.22 .
- 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.
- 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.
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