Sec Form 4 Filing - BRUDER ANN J. @ BLUCORA, INC. - 2020-05-21

Insider filing report for Changes in Beneficial Ownership
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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
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1. Name and Address of Reporting Person
BRUDER ANN J.
2. Issuer Name and Ticker or Trading Symbol
BLUCORA, INC. [ BCOR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Legal Officer & Sec'y
(Last) (First) (Middle)
6333 N. STATE HWY 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 8,259 ( 1 ) A $ 0 53,945 D
Common Stock 05/21/2020 F 1,624 ( 2 ) D $ 11.3 52,321 D
Common Stock 05/21/2020 A 13,619 ( 3 ) A $ 0 65,940 ( 4 ) 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 38,134 ( 5 ) 05/21/2027 Common Stock 38,134 $ 0 38,134 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BRUDER ANN J.
6333 N. STATE HWY 161, 6TH FLOOR
IRVING, TX75038
Chief Legal Officer & Sec'y
Signatures
/s/ Ann J. Bruder 05/26/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On May 6, 2019, the Reporting Person was granted 8,259 performance-based restricted stock units ("RSUs") which vest following a one-year performance period based on the Issuer's satisfaction of certain performance criteria, with 50% of the awarded RSUs to be released on the vesting date and 50% of the awarded RSUs to be released on May 6, 2021. The performance criteria were met, resulting in the release of 4,129 shares of common stock. The remaining 4,130 RSUs will be released on May 6, 2021.
( 2 )This transaction represents the withholding by the Issuer of shares to pay taxes in connection with the vesting of RSUs. The timing and amount of the transaction was determined by the terms of the applicable RSU award and were not within the control of the Reporting Person.
( 3 )Reflects a one-time 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.
( 4 )Not included in this amount are 27,068 performance-based RSUs of which (i) 8,854 are eligible to vest from 0% to 200% following the end of 2020, (ii) 8,092 are eligible to vest from 0% to 200% following the end of 2021 and (iii) 10,122 are eligible to vest from 0% to 200% following the end of 2022. Vesting for each award is subject to the Issuer's achievement of certain financial goals and certification by the Compensation Committee.
( 5 )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.

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