SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Battista Richard
(Last) (First) (Middle)
6922 HOLLYWOOD BLVD.
12TH FLOOR
(Street)
LOS ANGELES CA 90028
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GEMSTAR TV GUIDE INTERNATIONAL INC [ GMST ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
05/02/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 05/02/2008 D 300,000 D ( 1 ) 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
Employee Stock Option (Right to Buy) $5.4 05/02/2008 D 1,000,000 ( 2 ) 12/08/2014 Common Stock 1,000,000 $6.35 0 D
Employee Stock Option (Right to Buy) $3.2 05/02/2008 D 283,733 ( 3 ) 02/16/2016 Common Stock 283,733 $6.35 0 D
Employee Stock Option (Right to Buy) $4.45 05/02/2008 D 288,524 ( 4 ) 05/09/2017 Common Stock 288,524 $6.35 0 D
Explanation of Responses:
1. Disposed of pursuant to 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 $1,091,607.31, which represents a market value of $6.35 per share for 171,907 shares of the issuer's common stock on the effective date of the merger and 32,638 shares of Macrovision Solutions Corporation ("Macrovision Solutions") common stock, which represents a value of 0.2548 of a share of Macrovision Solutions common stock for 128,093 shares of the issuer's common stock, excluding fractional shares. On the date of the merger, each share of Macrovision Solutions common stock had a market value of $16.32 per share.
2. This option, which provided for vesting in three equal annual installments beginning on December 9, 2005, was cancelled pursuant to the terms of the Merger Agreement in exchange for a cash payment of $950,000, representing the difference between the exercise price of the option and $6.35 per share.
3. This option, which provided for vesting in four equal annual installments beginning on February 16, 2007, was cancelled pursuant to the terms of the Merger Agreement in exchange for a cash payment of $893,758.95, representing the difference between the exercise price of the option and $6.35 per share.
4. 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 $548,195.60, representing the difference between the exercise price of the option and $6.35 per share.
/s/ Stephen H. Kay, as Attorney-in-Fact 05/02/2008
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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