Sec Form 4/A Filing - FINER DUSTIN @ Rovi Corp - 2016-07-01

FORM 4/A 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 FINER DUSTIN 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) ChiefAdmin&InternalOpsOfficer (Last) (First) (Middle) C/O ROVI CORPORATION, 2 CIRCLE STAR WAY 3. Date of Earliest Transaction (MM/DD/YY) 07/01/2016 (Street) SAN CARLOS, CA94070 4. If Amendment, Date Original Filed (MM/DD/YY) 07/06/2016 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 07/01/2016 F 2,609 ( 1 ) D $ 15.54 33,266 D Common Stock 07/06/2016 S 2,391 ( 2 ) D $ 15.7 30,875 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 Restricted Stock Units ( 3 ) 07/01/2016 A 15,159 ( 4 ) 07/01/2020 Common Stock 15,159 $ 0 15,159 D Restricted Stock Units ( 3 ) 07/01/2016 A 6,063 ( 5 ) 07/01/2020 Common Stock 6,063 $ 0 6,063 D Performance Rights ( 3 ) 07/01/2016 A 6,063 ( 6 ) 03/01/2019 Common Stock 6,063 $ 0 6,063 D Employee Stock Option (Right to Buy) $ 15.54 07/01/2016 A 7,407 ( 7 ) ( 8 ) 07/01/2023 Common Stock 7,407 ( 7 ) $ 0 7,407 ( 7 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FINER DUSTIN C/O ROVI CORPORATION 2 CIRCLE STAR WAY SAN CARLOS, CA94070 ChiefAdmin&InternalOpsOfficer Signatures Anna Felix Attorney-in-Fact For Dustin Finer 07/15/2016 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. Finer's 10b5-1 plan dated December 3, 2015. ( 3 )Each restricted stock unit represents a contingent right to receive one share of ROVI common stock. ( 4 )Granted July 1, 2016, this restricted stock unit grant vests over four years with 50% vesting on the second anniversary of the grant date and 25% vesting on each of the remaining annual grant date anniversaries. ( 5 )Granted July 1, 2016, this restricted stock unit grant vests over four years with 25% vesting on each of the annual anniversaries of the grant date. ( 6 )Granted July 1, 2016, these performance awards are based entirely on a three-year performance period and are eligible to vest after three years based upon the achievement of the following two factors, each weighted equally: (i) a three-year relative TSR metric of percentile ranking against a peer group established by our compensation committee, and (ii) three-year revenue compound annual growth rate and margin targets. ( 7 )Amendment filed to correct option shares granted July 1, 2016. ( 8 )Granted July 1, 2016 this option vests one-fourth (1/4) on the first anniversary of the date of grant and the remaining three-fourths (3/4) vests in equal monthly increments over the next three years.

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