Statement of Changes in Beneficial Ownership (4)
February 22 2018 - 6:05PM
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
*
Clendening John S
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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)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President and CEO
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(Last)
(First)
(Middle)
6333 N STATE HIGHWAY 161, STE 600
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/20/2018
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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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2/20/2018
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A
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87500
(1)
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A
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$0
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674348
(2)
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D
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Common Stock
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2/21/2018
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M
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42600
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A
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$4.98
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716948
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D
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Common Stock
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2/21/2018
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S
(3)
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42600
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D
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$24.2282
(4)
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674348
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D
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Common Stock
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2/22/2018
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M
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35150
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A
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$4.98
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709498
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D
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Common Stock
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2/22/2018
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S
(3)
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35150
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D
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$24.4585
(5)
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674348
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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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$24.0
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2/20/2018
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A
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140000
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(6)
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2/20/2025
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Common Stock
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140000.0
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$0
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140000
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D
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Stock Option (Right to Buy)
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$4.98
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2/21/2018
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M
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42600
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(7)
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4/4/2023
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Common Stock
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42600.0
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$0
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669900
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D
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Stock Option (Right to Buy)
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$4.98
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2/22/2018
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M
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35150
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(7)
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4/4/2023
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Common Stock
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35150.0
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$0
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634750
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D
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Explanation of Responses:
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(1)
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Reflects a restricted stock unit grant ("RSUs") that was made to the reporting person on February 20, 2018 and that will vest equally over a three-year period on each anniversary of the grant date.
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(2)
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Not included in this amount are 43,750 performance-based restricted stock units, of which from 0% to 200% are eligible to vest on January 1, 2021 subject to the Issuer's achievement of certain financial goals over a three-year period and certification by the Compensation Committee.
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(3)
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The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 9, 2017.
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(4)
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These shares sold at a price ranging from $23.85 to $24.55 per share. Upon request by the SEC staff, the issuer or any security holder of the issuer, the reporting person will provide the full information regarding the number of shares sold at each separate price.
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(5)
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These shares sold at a price ranging from $24.30 to $24.60 per share. Upon request by the SEC staff, the issuer or any security holder of the issuer, the reporting person will provide the full information regarding the number of shares sold at each separate price.
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(6)
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The option vests according to the following schedule: one-third vests on February 20, 2019, an additional one-third vest on February 20, 2020, and the remaining one-third will vest on February 20, 2021, such that the option will be fully vested on February 20, 2021.
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(7)
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15% of the total option vested on April 4, 2016. The remainder vested 33.33% on April 4, 2017, and approximately 16.67% vests at the end of each six-month period thereafter, such that the option will be fully vested on April 4, 2019.
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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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Clendening John S
6333 N STATE HIGHWAY 161, STE 600
IRVING, TX 75038
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X
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President and CEO
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Signatures
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/s/ Wendy Walton, as Attorney-in-Fact
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2/22/2018
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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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