Rovi Corp 4

Accession 0001593678-16-000137

CIK 0001424454operating

View on SEC.gov Company Profile

Filed

Sep 7, 8:00 PM ET

Accepted

Sep 8, 5:57 PM ET

Size

26.6 KB

Accession

0001593678-16-000137

Insider Transaction Report

Form 4

Period: 2016-09-06

Rovi CorpROVI

Burke John E

EVP, Chief Operating Officer

Transactions

Disposition to Issuer
Performance Rights
2016-09-07−55,000→ 0 total
Exp: 2017-03-01→ Common Stock (55,000 underlying)
Disposition to Issuer
Employee Stock Option (right to buy)
2016-09-07−50,000→ 0 total
Exercise: $23.58Exp: 2021-04-01→ Common Stock (50,000 underlying)
Disposition to Issuer
Common Stock
2016-09-07−56,360→ 0 total
Disposition to Issuer
Restricted Stock Units
2016-09-07−28,125→ 0 total
Exp: 2019-03-01→ Common Stock (28,125 underlying)
Disposition to Issuer
Restricted Stock Units
2016-09-07−20,330→ 0 total
Exp: 2020-03-01→ Common Stock (20,330 underlying)
Disposition to Issuer
Performance Rights
2016-09-07−20,330→ 0 total
Exp: 2019-03-01→ Common Stock (20,330 underlying)
Disposition to Issuer
Performance Rights
2016-09-07−37,500→ 0 total
Exp: 2018-03-01→ Common Stock (37,500 underlying)
Disposition to Issuer
Employee Stock Option (right to buy)
2016-09-07−50,000→ 0 total
Exercise: $24.88Exp: 2022-03-01→ Common Stock (50,000 underlying)
Disposition to Issuer
Employee Stock Option (right to buy)
2016-09-07−24,661→ 0 total
Exercise: $23.44Exp: 2023-03-01→ Common Stock (24,661 underlying)

Footnotes (12)

[F1]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.
[F10]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.
[F11]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.
[F12]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.
[F2]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.
[F3]Each restricted stock award represents a contingent right to receive one share of ROVI common stock.
[F4]Each restricted stock unit represents a contingent right to receive one share of ROVI common stock.
[F5]Granted April 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.
[F6]Granted May 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.
[F7]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.
[F8]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.
[F9]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 established by our compensation committee, and (ii) three-year revenue compound annual growth rate and margin targets.

Documents

1 file

4
edgar.xmlPrimary
PRIMARY DOCUMENT

Issuer

Rovi Corp

CIK 0001424454

→

Entity typeoperating

IncorporatedDE

Related Parties

filerCIK 0001424454

Filing Metadata

Form type: 4
Filed: Sep 7, 8:00 PM ET
Accepted: Sep 8, 5:57 PM ET
Size: 26.6 KB

View on SEC.gov