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 OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

Habiger David C
2. Issuer Name and Ticker or Trading Symbol

SONIC SOLUTIONS/CA/ [ SNIC ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President and CEO
(Last)          (First)          (Middle)

C/O SONIC SOLUTIONS, 7250 REDWOOD BLVD., SUITE 300
3. Date of Earliest Transaction (MM/DD/YYYY)

2/14/2011
(Street)

NOVATO, CA 94945
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   2/14/2011     U    9000   D $14.99   (7) 0   D    
Common Stock   2/14/2011     M    81770   A $1.23   81770   I   By Trust   (1)
Common Stock   2/14/2011     S (2)    81770   D $14.97   (3) 0   I   By Trust   (1)
Common Stock   2/14/2011     M (5)    50000   A $0.00   50000   I   By Trust   (1)
Common Stock   2/14/2011     F (6)    20721   D $14.93   29279   I   By Trust   (1)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Stock Option (Right to Buy)   $1.23   2/14/2011     M         81770      (4) 12/15/2018   Common Stock   81770   $0   61980   I   By Trust   (1)
Restricted Stock Unit   $0.00   2/14/2011     M         50000      (5) 10/7/2020   Common Stock   50000   $0   0   I   By Trust   (1)

Explanation of Responses:
( 1)  Shares owned by Sharon M. Habiger Trust dated November 17, 2000, a revocable trust established by David C. Habiger and Sharon M. Habiger, husband and wife. Mr.and Mrs. Habiger are joint tenants and each has power to vote and dispose of any and all securities held by the trust.
( 2)  These shares being sold pursuant to Habiger Trust 10b5-1 plan.
( 3)  Average price of multiple open market transactions during the day. Purchase prices for individual transactions ranged from $14.91 to $15.00.
( 4)  The underlying stock option vested immediately upon change of control vesting per standard company policy for executive officers and directors.
( 5)  This Form 4 is being filed to report the accelerated vesting of Restricted Stock Units ("RSUs") in conjunction with change of control terms between Sonic Solutions (the "Company") and reporting person. Each RSU represents a contingent right to receive one share of Company common stock. The RSU was originally granted on October 7, 2010. Vested shares will be delivered to the reporting person.
( 6)  Represents shares withheld to satisfy income tax obligations associated with the release of common stock to the reporting person upon the vesting of RSUs.
( 7)  Price represents February 14, 2011 value of aggregate tender offer consideration of 45% Rovi Corporation common stock and 55% cash. Final calculation of actual consideration has not yet been performed, and payment has not yet been received.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Habiger David C
C/O SONIC SOLUTIONS, 7250 REDWOOD BLVD.
SUITE 300
NOVATO, CA 94945


President and CEO

Signatures
/s/ David C. Habiger 2/16/2011
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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