Sec Form 4 Filing - QUINDLEN RUTHANN @ Rovi Corp - 2016-09-07

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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
QUINDLEN RUTHANN
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
_____ Officer (give title below) X __ Other (specify below)
Former Director
(Last) (First) (Middle)
C/O ROVI CORPORATION, 2 CIRCLE STAR WAY
3. Date of Earliest Transaction (MM/DD/YY)
09/07/2016
(Street)
SAN CARLOS, CA94070
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 09/07/2016 D 38,442 ( 1 ) D 0 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
Director Stock Option (right to buy) $ 57.63 ( 3 ) 09/07/2016 D 15,000 ( 3 ) ( 4 ) 07/01/2018 Common Stock 15,000 $ 0 ( 3 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
QUINDLEN RUTHANN
C/O ROVI CORPORATION
2 CIRCLE STAR WAY
SAN CARLOS, CA94070
Former Director
Signatures
Sandy Kalina Attorney-in-Fact for Ruthann Quindlen 09/08/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes the restricted stock award of 10,296 shares granted on July 1, 2016 that was accelerated and became fully vested on September 7, 2016 at the completion of Rovi's acquisition of TiVo Inc. pursuant to the Merger Agreement (as defined below).
( 2 )Disposed of pursuant to that certain Agreement and Plan of Merger, dated as of April 28, 2016 (the "Merger Agreement"), by and among the issuer, TiVo Corporation (f/k/a Titan Technologies Corporation), TiVo Inc., Titan Acquisition Sub, Inc., and Nova Acquisition Sub, Inc., and related statutory merger agreement between Nova Acquisition Sub, Inc. and issuer (the "Rovi Merger Agreement"), in a one-for-one exchange of TiVo Corporation common stock.
( 3 )Option was assumed by TiVo Corporation pursuant to the Merger Agreement and the Rovi Merger Agreement and was converted into an option to purchase an equivalent number of shares of TiVo Corporation common stock at an equivalent exercise price and under the same terms and conditions as the original option.
( 4 )Granted July 1, 2011. Fully vested July 1, 2012.

Remarks:
This is a voluntary form to disclose that Ms. Quindlen is no longer subject to Section 16 reporting for Rovi Corporation effective September 7, 2016.

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