Gemstar TV Guide International Inc - Statement of Changes in Beneficial Ownership (4)
03 May 2008 - 6:32AM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Expires:
January 31, 2008
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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
CUSICK RICHARD P
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2. Issuer Name
and
Ticker or Trading Symbol
GEMSTAR TV GUIDE INTERNATIONAL INC
[
GMST
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Sr VP and GM, Digital Media
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(Last)
(First)
(Middle)
6922 HOLLYWOOD BLVD., 12TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/2/2008
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(Street)
LOS ANGELES, CA 90028
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Option (Right to Buy)
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$2.80
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5/2/2008
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D
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720
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(1)
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2/13/2013
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Common Stock
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720
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$6.35
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0
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D
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Employee Stock Option (Right to Buy)
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$5.67
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5/2/2008
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D
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6537
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(2)
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1/22/2014
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Common Stock
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6537
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$6.35
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0
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D
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Employee Stock Option (Right to Buy)
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$4.65
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5/2/2008
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D
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30484
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(3)
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2/25/2015
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Common Stock
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30484
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$6.35
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0
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D
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Employee Stock Option (Right to Buy)
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$2.65
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5/2/2008
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D
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40000
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(4)
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12/1/2015
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Common Stock
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40000
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$6.35
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0
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D
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Employee Stock Option (Right to Buy)
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$3.20
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5/2/2008
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D
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34690
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(5)
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2/16/2016
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Common Stock
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34690
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$6.35
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0
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D
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Employee Stock Option (Right to Buy)
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$4.45
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5/2/2008
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D
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42208
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(6)
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5/9/2017
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Common Stock
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42208
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$6.35
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0
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D
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Explanation of Responses:
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(
1)
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This option, which vested on February 13, 2008, was cancelled pursuant to the terms of the Agreement and Plan of Mergers, dated as of December 6, 2007 (the "Merger Agreement"), by and among the issuer, Macrovision Corporation, Saturn Holding Corp, Galaxy Merger Sub, Inc., and Mars Merger Sub Inc., in exchange for a cash payment of $2,556, representing the difference between the exercise price of the option and $6.35 per share.
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(
2)
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This option, which provided for vesting in five equal annual installments beginning on January 22, 2005, was cancelled pursuant to the terms of the Merger Agreement in exchange for a cash payment of $4,445.16, representing the difference between the exercise price of the option and $6.35 per share.
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(
3)
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This option, which provided for vesting in five equal annual installments beginning on February 25, 2006, was cancelled pursuant to the terms of the Merger Agreement in exchange for a cash payment of $51,822.80, representing the difference between the exercise price of the option and $6.35 per share.
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(
4)
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This option, which provided for vesting in four equal annual installments beginning on December 1, 2007, was cancelled pursuant to the terms of the Merger Agreement in exchange for a cash payment of $148,000, representing the difference between the exercise price of the option and $6.35 per share.
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(
5)
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This option, which provided for vesting in three equal annual installments beginning on February 16, 2008, was cancelled pursuant to the terms of the Merger Agreement in exchange for a cash payment of $109,273.50, representing the difference between the exercise price of the option and $6.35 per share.
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(
6)
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This option, which provided for vesting in four equal annual installments beginning on May 9, 2008, was cancelled pursuant to the terms of the Merger Agreement in exchange for a cash payment of $80,195.20, representing the difference between exercise price of the option and $6.35 per share.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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CUSICK RICHARD P
6922 HOLLYWOOD BLVD., 12TH FLOOR
LOS ANGELES, CA 90028
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Sr VP and GM, Digital Media
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Signatures
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/s/ Stephen H. Kay, as Attorney-in-Fact
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5/2/2008
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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