Sec Form 4 Filing - Sergeeff Pamela A. @ Rovi Corp - 2016-09-07

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 Sergeeff Pamela A. 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, General Counsel (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 82,390 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 Employee Stock Option (right to buy) $ 24.84 ( 2 ) 09/07/2016 D 18,500 ( 2 ) ( 5 ) 03/01/2021 Common Stock 18,500 $ 0 ( 2 ) 0 D Performance Rights ( 2 ) ( 3 ) 09/07/2016 D 20,000 ( 2 ) ( 6 ) 03/01/2017 Common Stock 20,000 $ 0 ( 2 ) 0 D Employee Stock Option (right to buy) $ 24.88 ( 2 ) 09/07/2016 D 25,000 ( 2 ) ( 7 ) 03/01/2022 Common Stock 25,000 $ 0 ( 2 ) 0 D Restricted Stock Units ( 2 ) ( 4 ) 09/07/2016 D 15,750 ( 2 ) ( 8 ) 03/01/2019 Common Stock 15,750 $ 0 ( 2 ) 0 D Performance Rights ( 2 ) ( 4 ) 09/07/2016 D 21,000 ( 2 ) ( 9 ) 03/01/2018 Common Stock 21,000 $ 0 ( 2 ) 0 D Employee Stock Option (right to buy) $ 23.44 ( 2 ) 09/07/2016 D 14,797 ( 2 ) ( 10 ) 03/01/2023 Common Stock 14,797 $ 0 ( 2 ) 0 D Restricted Stock Units ( 2 ) ( 4 ) 09/07/2016 D 12,198 ( 2 ) ( 11 ) 03/01/2020 Common Stock 12,198 $ 0 ( 2 ) 0 D Performance Rights ( 2 ) ( 4 ) 09/07/2016 D 12,198 ( 2 ) ( 12 ) 03/01/2019 Common Stock 12,198 $ 0 ( 2 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sergeeff Pamela A. C/O ROVI CORPORATION 2 CIRCLE STAR WAY SAN CARLOS, CA94070 EVP, General Counsel Signatures Sandy Kalina Attorney-in-Fact for Pamela A Sergeeff 09/08/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )All outstanding derivative securities, which include options, restricted stock units and performance rights, were assumed by TiVo Corporation pursuant to the Merger Agreement and the Rovi Merger Agreement and were converted into an equivalent number of shares of options, restricted stock units and performance rights, respectively, of TiVo Corporation common stock, at equivalent exercise prices and under the same terms and conditions as the original award. ( 3 )Each restricted stock award represents a contingent right to receive one share of ROVI common stock. ( 4 )Each restricted stock unit represents a contingent right to receive one share of ROVI common stock. ( 5 )Granted March 1, 2014, 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. ( 6 )Granted March 1, 2014, this 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. ( 7 )Granted March 1, 2015, 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. ( 8 )Granted March 1, 2015, this restricted stock unit grant vests over four years with a 25% vesting on each of the annual anniversaries of the grant date. ( 9 )Granted March 1, 2015, 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 esta blished by our compensation committee, and (ii) three-year revenue compound annual growth rate and margin targets. ( 10 )Granted March 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. ( 11 )Granted March 1, 2016, this restricted stock unit grant vests over four years with a 25% vesting on each of the annual anniversaries of the grant date. ( 12 )Granted March 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.

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