SEC Form 4 · accession 0001388961-19-000002
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 2, 2019
Accepted (ET)
Jan 4, 2019 · 4:21 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 | Jan 2, 2019 | A | 71,402 | $0.00 | A | 684,701 | D | |
| Common StockF3 | Jan 3, 2019 | F | 3,368 | $0.00 | D | 681,333 | 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)F4 | $27.03 | Jan 2, 2019 | A | 138,341 | A | — | Jan 2, 2026 | Common Stock | 138,341 | 138,341 | D |
Explanation of responses
- F1Reflects a grant of restricted stock units ("RSUs") that was made to the reporting person on January 2, 2019 and that will vest equally over a three-year period on each anniversary of the grant date.
- F2Not included in this amount are 62,476 performance-based restricted stock units, of which from 0% to 200% are eligible to vest following the end of the 2021 fiscal year subject to the Issuer's achievement of certain financial goals over a three-year period and certification by the Compensation Committee.
- 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.
- F4The option vests according to the following schedule: one-third vests on January 2, 2020, an additional one-third vest on January 2, 2021, and the remaining one-third will vest on January 2, 2022, such that the option will be fully vested on January 2, 2022.