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).         
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 *

OHARA RYAN
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)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President, TV Guide Channel
(Last)          (First)          (Middle)

6922 HOLLYWOOD BLVD., 12TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

5/2/2008
(Street)

LOS ANGELES, CA 90028
(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

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
Employee Stock Option (Right to Buy)   $2.80   5/2/2008           10000      (1) 2/13/2013   Common Stock   10000   $6.35   0   D    
Employee Stock Option (Right to Buy)   $5.67   5/2/2008           50952      (2) 1/22/2014   Common Stock   50952   $6.35   0   D    
Employee Stock Option (Right to Buy)   $4.65   5/2/2008           93570      (3) 2/25/2015   Common Stock   93570   $6.35   0   D    
Employee Stock Option (Right to Buy)   $2.96   5/2/2008           300000      (4) 8/15/2015   Common Stock   300000   $6.35   0   D    
Employee Stock Option (Right to Buy)   $3.20   5/2/2008           149206      (5) 2/16/2016   Common Stock   149206   $6.35   0   D    
Employee Stock Option (Right to Buy)   $4.45   5/2/2008           141818      (6) 5/9/2017   Common Stock   141818   $6.35   0   D    

Explanation of Responses:
( 1)  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 $35,500, representing the difference between the exercise price of the option and $6.35 per share.
( 2)  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 $34,647.36, representing the difference between the exercise price of the option and $6.35 per share.
( 3)  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 $159,069, representing the difference between the exercise price of the option and $6.35 per share.
( 4)  This option, which provided for vesting in five equal annual installments beginning on August 15, 2006, was cancelled pursuant to the terms of the Merger Agreement in exchange for a cash payment of $1,017,000, representing the difference between the exercise price of the option and $6.35 per share.
( 5)  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 $469,998.90, representing the difference between the exercise price of the option and $6.35 per share.
( 6)  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 $269,454.20, representing the difference between the exercise price of the option and $6.35 per share.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
OHARA RYAN
6922 HOLLYWOOD BLVD., 12TH FLOOR
LOS ANGELES, CA 90028


President, TV Guide Channel

Signatures
/s/ Stephen H. Kay, as Attorney-in-Fact 5/2/2008
** 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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