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 *

Ely Mark 		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, Strategy
(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    9148   D $14.99   (3) 7888   D    
Common Stock   2/14/2011     M (4)    6250   A $0   14138   D    
Common Stock   2/14/2011     F (1)    2917   D $14.93   11221   D    
Common Stock   2/14/2011     M (5)    12500   A $0   23721   D    
Common Stock   2/14/2011     F (1)    5837   D $14.93   17884   D    

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)   $4.82   2/14/2011     D         44687      (2) 10/28/2019   Common Stock   44687   $0   $218722   D    
Stock Option (Right to Buy)   $11.48   2/14/2011     D         17500      (2) 10/7/2020   Common Stock   17500   $0   $23506   D    
Stock Option (Right to Buy)   $1.23   2/14/2011     D         71875      (2) 12/15/2018   Common Stock   71875   $0   $489384   D    
Restricted Stock Unit   $0   2/14/2011     M         6250      (4) 6/12/2018   Common Stock   6250   $0   6250   D    
Restricted Stock Unit   $0   2/14/2011     M         12500      (5) 10/7/2020   Common Stock   12500   $0   12500   D    

Explanation of Responses:
( 1)  Represents shares withheld to satisfy income tax obligations associated with the release of common stock to the reporting person upon the vesting of RSUs.
( 2)  The exchange offer by Rovi Corporation for any and all shares of Common Stock of Sonic Solutions has expired and on February 14, 2011, Rovi Corporation accepted for payment in accordance with the terms of the offer, approximately 89.3% of the outstanding Sonic Solutions common stock. Pursuant to an agreement between Sonic Solutions and the filer, upon such acceptance, all outstanding unvested options to purchase common stock vested. Pursuant to resolutions of the compensation committee of the board of directors of Sonic Solutions and of the board of directors of Sonic Solutions and the agreement with the filer pursuant thereto, all such options have been automatically net exercised and have been automatically settled in cash.
( 3)  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.
( 4)  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 June 12, 2008. Vested shares will be delivered to the reporting person.
( 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.

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

President, Strategy

Signatures
/s/ Mark Ely 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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