Sec Form 4 Filing - Carson Tom @ Rovi Corp - 2013-06-07

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Carson Tom 2. Issuer Name and Ticker or Trading Symbol Rovi Corp [ ROVI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) C/O ROVI CORPORATION, 2830 DE LA CRUZ BLVD. 3. Date of Earliest Transaction (MM/DD/YY) 06/07/2013 (Street) SANTA CLARA, CA95050 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 06/07/2013 M 15,625 ( 1 ) A $ 15.73 281,255 D Common Stock 06/07/2013 S 15,625 ( 1 ) D $ 26.04 ( 2 ) 265,630 D Common Stock 06/07/2013 S 2,352 ( 1 ) D $ 25.97 ( 3 ) 263,278 D Common Stock 06/07/2013 S 30,778 ( 1 ) D $ 26.05 ( 4 ) 232,500 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Options (right to buy) $ 15.73 06/07/2013 M 15,625 ( 1 ) ( 5 ) 03/01/2016 Common Stock 15,625 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Carson Tom C/O ROVI CORPORATION 2830 DE LA CRUZ BLVD. SANTA CLARA, CA95050 X President & CEO Signatures Daybeth Cordoba Attorney-in-Fact for Thomas Carson 06/07/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Sold pursuant to Mr. Carson's 10b5-1 plans dated May 7, 2013. ( 2 )Shares sold on the open market are reported as an average sell price per share of $26.04; breakdown of shares sold and per share prices are as follows: 500 at $25.85; 300 at $25.86; 3,200 at $25.87; 1,625 at $25.90; 1,000 at $25.92; 2,000 at $26.13; 1,000 at $26.14; 400 at $26.15; 600 at $26.16; 400 at $26.17; 3,200 at $26.18; 1,200 at $26.19 and 200 at $26.20. ( 3 )Shares sold on the open market are reported as an average sell price per share of $25.97; breakdown of shares sold and per share prices are as follows: 200 at $25.85; 800 at $25.87; 352 at $25.90; 200 at $25.92; 200 at $26.12; 300 at $26.13 and 300 at $26.18. ( 4 )Shares sold on the open market are reported as an average sell price per share of $26.05; breakdown of shares sold and per share prices are as follows: 1,517 at $25.85; 200 at $25.86; 6,283 at $25.87; 2,778 at $25.90; 2,000 at $25.92; 836 at $26.13; 5,297 at $26.14; 867 at $26.15; 699 at $26.17; 6,601 at $26.18 and 3,700 at $26.19. ( 5 )Granted March 1, 2009; 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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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