Sec Form 4 Filing - Walters Christopher William @ BLUCORA, INC. - 2020-05-21

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Walters Christopher William 2. Issuer Name and Ticker or Trading Symbol BLUCORA, INC. [ BCOR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 6333 N STATE HIGHWAY 161, 6TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 05/21/2020 (Street) IRVING, TX75038 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 05/21/2020 A 37,313 ( 1 ) A $ 0 152,255 ( 2 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (Right to Buy) $ 11.3 05/21/2020 A 104,477 ( 3 ) 05/21/2027 Common Stock 104,477 $ 0 104,477 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Walters Christopher William 6333 N STATE HIGHWAY 161, 6TH FLOOR IRVING, TX75038 X Chief Executive Officer Signatures /s/ Ann J. Bruder, as Attorney-in-Fact for Christopher W. Walters 05/26/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects a one-time restricted stock unit ("RSU") grant that was made to the Reporting Person on May 21, 2020 that will vest equally over a three-year period on each anniversary of the grant date. ( 2 )Not included in this amount are 74,914 performance-based RSUs, of which are eligible to vest from 0% to 200% following the end of 2022, subject to the Issuer's achievement of certain financial goals over a three-year period and certification by the Compensation Committee. ( 3 )Reflects a one-time non-qualified option grant that was made to the Reporting Person on May 21, 2020. The option vests according to the following schedule: one-third vests on May 21, 2021, an additional one-third vests on May 21, 2022, and the remaining one-third will vest on May 21, 2023, such that the option will be fully vested on May 21, 2023.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.