Statement of Changes in Beneficial Ownership (4)
February 23 2018 - 4:47PM
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
*
Athwal Davinder 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)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Financial Officer
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(Last)
(First)
(Middle)
6333 NORTH STATE HWY 161, SUITE 600
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/21/2018
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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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2/21/2018
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A
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32652
(1)
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A
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$0
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32652
(2)
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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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$24.5
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2/21/2018
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A
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58775
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(3)
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2/21/2025
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Common Stock
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58775.0
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$0
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58775
(4)
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D
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Explanation of Responses:
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(1)
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Reflects (a) an initial grant of 12,244 restricted stock units ("RSUs") and (b) an annual grant of 20,408 RSUs that were made to the reporting person upon joining the company on February 21, 2018.
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(2)
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Not included in this amount are 10,204 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 options vest according to the following schedule: one-third vests on February 21, 2019, an additional one-third vest on February 21, 2020, and the remaining one-third will vest on February 21, 2021, such that both options will be fully vested on February 21, 2021.
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(4)
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Reflects (a) an initial grant of 26,122 non-qualified stock option shares and (b) an annual grant of 32,653 non-qualified stock option shares that were made to the reporting person upon joining the company on February 21, 2018.
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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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Athwal Davinder S
6333 NORTH STATE HWY 161
SUITE 600
IRVING, TX 75038
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Chief Financial Officer
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Signatures
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/s/ Wendy Walton, as Attorney-in-Fact
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2/23/2018
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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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