Sec Form 4 Filing - Carson Tom @ Rovi Corp - 2014-03-01

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) 03/01/2014 (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 03/01/2014 A 85,000 ( 1 ) A $ 0.001 292,500 ( 2 ) D Common Stock 03/01/2014 M 29,625 A $ 0.001 322,125 D Common Stock 03/01/2014 M 31,150 A $ 0.001 353,275 D Common stock 03/03/2014 S 50,100 ( 3 ) D $ 22.56 ( 4 ) 303,175 D Common Stock 03/04/2014 S 20,319 ( 5 ) D $ 24.33 ( 6 ) 282,856 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 Performance Rights $ 0.001 03/01/2014 A 85,000 ( 7 ) 03/01/2017 Common Stock 85,000 $ 0 85,000 D Employee Stock Option (right to buy) $ 24.84 03/01/2014 A 135,000 ( 8 ) 03/01/2015 03/01/2021 Common Stock 135,000 $ 0 135,000 D Performance Rights $ 0.001 03/01/2014 M 29,625 ( 9 ) 03/01/2014 03/31/2016 Common Stock 29,625 $ 0 120,375 D Performance Rights $ 0.001 03/01/2014 M 31,150 ( 10 ) 03/01/2014 03/01/2017 Common Stock 31,150 $ 0 108,850 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 Donna Gallardo Attorney-in-Fact for Thomas Carson 03/04/2014 Signature of Reporting Person Date

Explanation of Responses:

( 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.

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