Sec Form 4 Filing - Budge James @ Rovi Corp - 2012-03-01

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 Budge James 2. Issuer Name and Ticker or Trading Symbol Rovi Corp [ ROVI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP; CFO and COO (Last) (First) (Middle) C/O ROVI CORPORATION, 2830 DE LA CRUZ BLVD. 3. Date of Earliest Transaction (MM/DD/YY) 03/01/2012 (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 03/01/2012 A 30,000 ( 1 ) A $ 0.001 74,000 D Common Stock 03/01/2012 G V 13,250 ( 2 ) D $ 0 60,750 D Common Stock 03/01/2012 G V 13,250 ( 2 ) A $ 0 13,327 I Budge Family Trust ( 3 ) Common Stock 03/02/2012 S 13,327 ( 4 ) D $ 34.98 ( 5 ) 0 I Budge Family Trust ( 3 )

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 Tra nsaction(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 Stock Option (right to buy) $ 35.62 03/01/2012 A 100,000 ( 6 ) 03/01/2019 Common Stock 100,000 $ 0 100,000 D Performance Rights $ 0.001 03/01/2012 A 20,000 ( 7 ) 03/01/2016 Common Stock 20,000 $ 0 20,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Budge James C/O ROVI CORPORATION 2830 DE LA CRUZ BLVD. SANTA CLARA, CA95050 EVP; CFO and COO Signatures Daybeth Cordoba Attorney-in-Fact for James Budge 03/05/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Granted March 1, 2012, this restricted stock award vests over four years with 25% vesting on each of the annual anniversaries of the grant date. ( 2 )Reflects 13,250 restricted shares vested on March 1, 2012 which were held directly by Mr. Budge that were transferred into the Budge Family Trust for estate planning purposes. The result is a change in the form of beneficial ownership from direct to indirect. ( 3 )Mr. Budge and his wife are co-trustees of the Budge Family Trust. ( 4 )Shares sold pursuant to Mr. Budge's 10b5-1 plan dated June 12, 2009. ( 5 )Shares sold on the open market are reported as an average sell price per share of $34.98; breakdown of shares sold and per share sale prices are as follows: 100 at $34.85; 396 at $34.86; 200 at $34.87; 400 at $34.88; 304 at $34.89; 327 at $34.90; 173 at $34.91; 500 at $34.92; 1,000 at $34.93; 1,000 at $34.94; 1,300 at $34.95; 1,000 at $34.96; 800 at $34.97; 800 at $34.98; 100 at $34.99; 1,000 at $35.00; 300 at $35.01; 1,000 at $35.02; 700 at $35.04; 200 at $35.05; 700 at $35.06; 327 at $35.07; 300 at $35.10; 100 at $35.11; 200 at $35.12 and 100 at $35.14. ( 6 )Granted March 1, 2012; 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. ( 7 )The restricted stock award will vest over a period of up to four years based on the achievement of total annual (measured on a calendar year basis) adjusted pro forma operating profit performance metrics.

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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