SEC Form 4 · accession 0001388961-18-000002
BLUCORA, INC. · BCOR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John S Clendening
Officer — President and CEO · Director
Period of report
Jan 3, 2018
Accepted (ET)
Jan 5, 2018 · 6:42 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001068875
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Nov 3, 2017 | G | 7,092 | $0.00 | D | 561,393 | D | |
| Common Stock | Nov 8, 2017 | G | 2,059 | $0.00 | D | 559,334 | D | |
| Common StockF2 | Jan 3, 2018 | F | 7,270 | $22.75 | D | 552,064 | D | |
| Common Stock | Jan 5, 2018 | M | 70,833 | $4.98 | A | 622,897 | D | |
| Common StockF3 | Jan 5, 2018 | F | 36,049 | $22.70 | D | 586,848 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common StockF4 | $4.98 | Jan 5, 2018 | M | 70,833 | D | — | Apr 4, 2023 | Common Stock | 70,833 | 712,500 | D |
Explanation of responses
- F1Reflects a charitable gift of securities by the reporting person.
- F2This 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.
- F3Represents a "net exercise" of outstanding stock options. The reporting person received 34,784 shares of common stock on the net exercise of options to purchase 70,833 shares of common stock. The reporting person forfeited 36,049 shares of common stock underlying the option in payment of the exercise price and applicable tax withholding, using the closing stock price on January 5, 2018 of $22.70.
- F415% 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.