Statement of Changes in Beneficial Ownership (4)
June 20 2018 - 3:35PM
Edgar (US Regulatory)
FORM 4
[ ]
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
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
BRUDER ANN J.
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2. Issuer Name
and
Ticker or Trading Symbol
BLUCORA, INC.
[
BCOR
]
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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)
Chief Legal Officer & Sec'y
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(Last)
(First)
(Middle)
6333 N. STATE HWY 161, 6TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/19/2018
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(Street)
IRVING, TX 75038
(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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Common Stock
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6/19/2018
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M
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17203
(1)
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A
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$21.70
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51040
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D
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Common Stock
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6/19/2018
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F
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12369
(1)
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D
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$39.35
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38671
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D
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Common Stock
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6/19/2018
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F
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2008
(2)
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D
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$39.35
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36663
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D
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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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Stock Option (Right to Buy)
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$21.7
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6/19/2018
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M
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17203
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(3)
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6/19/2024
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Common Stock
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17203.0
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$0
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34409
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D
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Explanation of Responses:
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(1)
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Represents a "net exercise" of outstanding stock options. The reporting person received 4,834 shares of common stock on net exercise of options to purchase 17,203 shares of common stock. The reporting person forfeited 12,369 shares of common stock underlying the option in payment of the exercise price and applicable tax withholding, using the closing stock price on June 19, 2018 of $39.35.
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(2)
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This transaction represents the withholding by the Issuer of shares to pay taxes in connection with the vesting of restricted stock units. The timing and amount of the transaction were determined by the terms of the applicable restricted stock unit award and were not within the control of the Reporting Person.
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(3)
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33.33% of the stock option grant vested on June 19, 2018, and approximately 16.67% of the grant will vest at the end of each six month period thereafter with the final vesting date to occur on June 19, 2020.
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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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BRUDER ANN J.
6333 N. STATE HWY 161, 6TH FLOOR
IRVING, TX 75038
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Chief Legal Officer & Sec'y
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Signatures
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/s/ Wendy Walton, as Attorney-in-Fact for Ann J. Bruder
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6/20/2018
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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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