4//SEC Filing
Rovi Corp 4
Accession 0001593678-16-000148
CIK 0001424454operating
Filed
Sep 7, 8:00 PM ET
Accepted
Sep 8, 7:48 PM ET
Size
9.6 KB
Accession
0001593678-16-000148
Insider Transaction Report
Form 4
Rovi CorpROVI
Welling Glenn W.
Director
Transactions
- Disposition to Issuer
Common Stock
2016-09-07−39,862→ 0 total - Disposition to Issuer
Common Stock
2016-09-07−200,000→ 0 total(indirect: By LLC) - Disposition to Issuer
Common Stock
2016-09-07−2,250,000→ 0 total(indirect: By: Engaged Capital Flagship Master Fund, LP)
Footnotes (3)
- [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.
- [F2]Shares owned directly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Master"). Mr. Welling, solely by virtue of his position as the founder and CIO of Engaged Capital, LLC ("Engaged Capital"), the general partner and investment advisor of Engaged Capital Master, and as the sole member of Engaged Capital Holdings, LLC ("Engaged Holdings"), the managing member of Engaged Capital, may be deemed to beneficially own the shares owned directly by Engaged Capital Master for purposes of Section 16. Prior to July 5, 2016 Engaged Capital Master was named Engaged Capital Master Feeder II, LP. Mr. Welling expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- [F3]Shares held in an account separately managed by Engaged Capital (the "Engaged Capital Account"). Mr. Welling, solely by virtue of his position as the founder and CIO of Engaged Capital, the investment adviser of the Engaged Capital Account, and as the sole member of Engaged Holdings, the managing member of Engaged Capital, may be deemed to beneficially own the shares held in the Engaged Capital Account for purposes of Section 16. Mr. Welling expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
Documents
Issuer
Rovi Corp
CIK 0001424454
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001424454
Filing Metadata
- Form type
- 4
- Filed
- Sep 7, 8:00 PM ET
- Accepted
- Sep 8, 7:48 PM ET
- Size
- 9.6 KB