Filing Details
- Accession Number:
- 0001593678-14-000015
- Form Type:
- 4/A
- Zero Holdings:
- No
- Publication Time:
- 2014-03-04 21:35:09
- Reporting Period:
- 2014-03-01
- Filing Date:
- 2014-03-04
- Accepted Time:
- 2014-03-04 21:35:09
- Original Submission Date:
- 2014-03-04
- SEC Url:
- Form 4 Filing
Issuer
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1358153 | Tom Carson | C/O Rovi Corporation 2830 De La Cruz Blvd. Santa Clara CA 95050 | President & Ceo | Yes | Yes | No | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock | Acquisiton | 2014-03-01 | 85,000 | $0.00 | 294,365 | No | 4 | A | Direct | |
| Common Stock | Acquisiton | 2014-03-01 | 29,625 | $0.00 | 323,990 | No | 4 | M | Direct | |
| Common Stock | Acquisiton | 2014-03-01 | 31,150 | $0.00 | 355,140 | No | 4 | M | Direct | |
| Common Stock | Disposition | 2014-03-03 | 50,100 | $22.56 | 305,040 | No | 4 | S | Direct | |
| Common Stock | Disposition | 2014-03-04 | 20,319 | $24.33 | 284,721 | No | 4 | S | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | A | Direct | |
| No | 4 | M | Direct | |
| No | 4 | M | Direct | |
| No | 4 | S | Direct | |
| No | 4 | S | Direct |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Common Stock | Performance Rights | Acquisiton | 2014-03-01 | 85,000 | $0.00 | 85,000 | $0.00 |
| Common Stock | Employee Stock Option (right to buy) | Acquisiton | 2014-03-01 | 135,000 | $0.00 | 135,000 | $24.84 |
| Common Stock | Performance Rights | Disposition | 2014-03-01 | 29,625 | $0.00 | 29,625 | $0.00 |
| Common Stock | Performance Rights | Disposition | 2014-03-01 | 31,150 | $0.00 | 31,150 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 85,000 | 2017-03-01 | No | 4 | A | Direct | |
| 135,000 | 2015-03-01 | 2021-03-01 | No | 4 | A | Direct |
| 120,375 | 2014-03-01 | 2016-03-31 | No | 4 | M | Direct |
| 108,850 | 2014-03-01 | 2017-03-01 | No | 4 | M | Direct |
Footnotes
- Granted March 1, 2014, this restricted stock award vests over four years with 25% vesting on each of the annual anniversaries of the grant date.
- Includes 1,865 shares purchased on January 31, 2014 pursuant to the company's Employee Stock Purchase Plan (ESPP).
- Achievement was met at 79% of target on the performance metrics from the July 1, 2012 performance grant. 29,625 shares are releasable on March 1, 2014.
- Achievement was met at 89% of target on the performance metrics from the March 1, 2013 performance grant. 31,150 shares are releasable on March 1, 2014.
- Shares sold to satisfy tax withholding obligations upon vesting of restricted stock.
- Shares sold on the open market are reported as an average sell price per share of $22.56; breakdown of shares sold and per share sale prices are as follows: 45,681at $22.50; 1,736 at $23.02; 1,240 at 23.08; 656 at 23.22; 100 at $23.23 amd 687 at$23.78.
- Sold pursuant to Mr. Carson's 10b5-1 plan dated May 7, 2013.
- Shares sold on the open market are reported as an average sell price per share of $24.33 breakdown of shares sold and per share sale prices are as follows: 707 at $24.11; 700 at $24.12; 1,100 at 24.14; 2,473 at 24.16; 300 at $24.18; 600 at $24.19; 300 at $24.23; 1,407 at $24.25; 400 at $24.29; 500 at $24.35; 1,400 at $24.36; 1,692 at 24.37; 1,500 at $24.38; 1,720 at $24.39; 2,010 at 24.40; 200 at $24.41; 500 at $24.42; 10 at $24.43; 1,100 at $24.46; 100 at $24.52; 500 at $24 53; 100 at $24.57; 200 at $24.58; 100 at $24.63; 100 at $24.65, 100 at $24.68; 100 at $24.85 and 400 at $24.91.
- The 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.
- Granted March 1, 2014; vests one-fourth (1/4) on the first anniversary of the date of grant and the remaining three-fourths (3/4) vesting in equal monthly increments over the next three years.
- Amended Form 4 filed to correct clerical error as initial filing did not reflect inclusion of ESPP shares pursuant to footnote 2 above.
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