SEC Form 4 · accession 0001388961-18-000014
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
Oct 4, 2018
Accepted (ET)
Oct 5, 2018 · 4:41 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 StockF1 | Oct 4, 2018 | M | 55,000 | $4.98 | A | 668,564 | D | |
| Common StockF2 | Oct 4, 2018 | M | 50,000 | $14.75 | A | 718,564 | D | |
| Common StockF1 | Oct 4, 2018 | F | 26,132 | $37.01 | D | 692,432 | D | |
| Common StockF2 | Oct 4, 2018 | F | 31,761 | $37.01 | D | 660,671 | D | |
| Common StockF3 | Oct 4, 2018 | F | 27,872 | $37.06 | D | 632,799 | 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)F4 | $4.98 | Oct 4, 2018 | M | 55,000 | D | — | Apr 4, 2023 | Common Stock | 55,000 | 342,166 | D |
| Stock Option (Right to Buy)F5 | $14.75 | Oct 4, 2018 | M | 50,000 | D | — | Jan 3, 2024 | Common Stock | 50,000 | 505,372 | D |
Explanation of responses
- F1Represents a "net exercise" of outstanding stock options. The reporting person received 28,868 shares of common stock on net exercise of option to purchase 55,000 shares of common stock. The reporting person forfeited 26,132 shares of common stock underlying the option in payment of the exercise price and applicable tax withholding, using the closing stock price on October 3, 2018 of $37.01.
- F2Represents a "net exercise" of outstanding stock options. The reporting person received 18,239 shares of common stock on net exercise of option to purchase 50,000 shares of common stock. The reporting person forfeited 31,761 shares of common stock underlying the option in payment of the exercise price and applicable tax withholding, using the closing stock price on October 3, 2018 of $37.01.
- F3This 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.
- 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.
- F533.33% of the total option vested on January 3, 2018, and approximately 16.67% vests at the end of each six month period thereafter, such that the option will be fully vested on January 3, 2020.