SEC Form 4 · accession 0001388961-18-000008
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
May 9, 2018
Accepted (ET)
May 11, 2018 · 5:20 pm EDT
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 | May 9, 2018 | M | 25,916 | $4.98 | A | 624,392 | D | |
| Common StockF2 | May 9, 2018 | S | 1,216 | $27.65 | D | 623,176 | D | |
| Common StockF3 | May 9, 2018 | S | 24,100 | $29.13 | D | 599,076 | D | |
| Common StockF4 | May 9, 2018 | S | 600 | $29.79 | D | 598,476 | D | |
| Common StockF2 | May 9, 2018 | S | 500 | $27.66 | D | 597,976 | D | |
| Common StockF3 | May 9, 2018 | S | 9,000 | $29.09 | D | 588,976 | D | |
| Common Stock | May 9, 2018 | S | 100 | $29.65 | D | 588,876 | D | |
| Common StockF5 | May 10, 2018 | M | 70,834 | $4.98 | A | 659,710 | D | |
| Common StockF5 | May 10, 2018 | F | 34,377 | $32.90 | D | 625,333 | 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 | $4.98 | May 9, 2018 | M | 25,916 | D | — | Apr 4, 2023 | Common Stock | 25,916 | 557,000 | D |
| Stock Option (Right to Buy)F6 | $4.98 | May 10, 2018 | M | 70,834 | D | — | Apr 4, 2023 | Common Stock | 70,834 | 486,166 | D |
Explanation of responses
- F1The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 9, 2017.
- F2The price reported in Column 4 is a weighted average price. These shares sold in multiple transactions at prices ranging from $27.15 to $28.05. 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.
- F3The price reported in Column 4 is a weighted average price. These shares sold in multiple transactions at prices ranging from $28.60 to $29.60. 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.
- F4The price reported in Column 4 is a weighted average price. These shares sold in multiple transactions at prices ranging from $29.65 to $30.15. 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.
- F5Represents a "net exercise" of outstanding stock options. The reporting person received 36,457 shares of common stock on net exercise of option to purchase 70,834 shares of common stock. The reporting person forfeited 34,377 shares of common stock underlying the option in payment of the exercise price and applicable tax withholding, using the closing stock price on May 10, 2018 of $32.90
- F615% 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.