Sec Form 4 Filing - Carson Tom @ Rovi Corp - 2014-01-07

Insider filing report for Changes in Beneficial Ownership
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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)
01/07/2014
(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 01/07/2014 S 8,802 ( 1 ) D $ 20.31 223,698 D
Common Stock 01/08/2014 S 16,198 ( 2 ) D $ 22.8093 ( 3 ) 207,500 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
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
Bonnie J. Bigelow Attorney-in-Fact for Thomas Carson 01/09/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares withheld to satisfy tax withholding obligations upon vesting of restricted stock.
( 2 )Sold pursuant to Mr. Carson's 10b5-1 plan dated May 7, 2013.
( 3 )Shares sold on the open market are reported as an average sell price per share of $22.8093; breakdown of shares sold and per share sale prices are as follows: 400 at $22.46; 200 at $22.47; 200 at $22.48; 600 at $22.49; 400 at $22.50; 800 at $22.51; 200 at $22.53; 200 at $22.55; 200 at $22.56; 200 at $22.58; 200 at $22.61; 200 at $22.67; 200 at $22.725; 100 at $22.74; 1000 at $22.80; 400 at $22.805; 100 at $22.808; 498 at $22.81; 100 at $22.82; 200 at $22.83; 400 at $22.84; 1000 at $22.85; 200 at $22.86; 1900 at $22.90; 500 at $22.905; 1400 at $22.91; 200 at $22.92; 300 at $22.93; 400 at $22.95; 800 at $22.96; 100 at $22.9625; 200 at $22.964; 600 at $22.965; 1400 at $22.97; 200 at $23.00; 100 at $23.10; 100 at $23.19.

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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