SEC Form 4 · accession 0001388961-18-000003
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
Feb 20, 2018
Accepted (ET)
Feb 22, 2018 · 6:04 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 StockF1,F2 | Feb 20, 2018 | A | 87,500 | $0.00 | A | 674,348 | D | |
| Common Stock | Feb 21, 2018 | M | 42,600 | $4.98 | A | 716,948 | D | |
| Common StockF4 | Feb 21, 2018 | S | 42,600 | $24.2282 | D | 674,348 | D | |
| Common Stock | Feb 22, 2018 | M | 35,150 | $4.98 | A | 709,498 | D | |
| Common StockF5 | Feb 22, 2018 | S | 35,150 | $24.4585 | D | 674,348 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F6 | $24.00 | Feb 20, 2018 | A | 140,000 | A | — | Feb 20, 2025 | Common Stock | 140,000 | 140,000 | D |
| Stock Option (Right to Buy)F7 | $4.98 | Feb 21, 2018 | M | 42,600 | D | — | Apr 4, 2023 | Common Stock | 42,600 | 669,900 | D |
| Stock Option (Right to Buy)F7 | $4.98 | Feb 22, 2018 | M | 35,150 | D | — | Apr 4, 2023 | Common Stock | 35,150 | 634,750 | D |
Explanation of responses
- F1Reflects 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.
- F2Not 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.
- F3The 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.
- F4These 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.
- F5These 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.
- F6The 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.
- F715% 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.