Sec Form 4 Filing - Walters Christopher William @ BLUCORA, INC. - 2022-01-03

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 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) 3200 OLYMPUS BLVD., SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 01/03/2022 (Street) DALLAS, TX75019 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 01/03/2022 A 56,561( 1 ) A $ 0 356,072 D Common Stock 01/04/2022 F 11,232( 2 ) D $ 17.8 344,840( 3 ) 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) $ 17.68 01/03/2022 A 135,746 ( 4 ) 01/03/2029 Common Stock 135,746 $ 0 135,746 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Walters Christopher William 3200 OLYMPUS BLVD. SUITE 100 DALLAS, TX75019 X Chief Executive Officer Signatures /s/ Ann J. Bruder, as Attorney-in-Fact for Christopher W. Walters 01/05/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects a grant of restricted stock units ("RSUs") that was made to the reporting person on January 3, 2022 and that will vest equally over a three-year period on each anniversary of the grant date. ( 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 were determined by the terms of the applicable restricted stock unit award and were not within the control of the reporting person. ( 3 )Not included in this amount are 361,263 performance-based RSUs of which (i) 74,914 are eligible to vest from 0% to 200% following the end of 2022, (ii) 116,666 are eligible to vest from 0% to 200% following the end of 2023 and (iii) 169,683 are eligible to vest from 0% to 200% following the end of 2024. Vesting for each award is subject to the Issuer's achievement of certain financial goals and certification by the Compensation Committee. ( 4 )Reflects a grant of a non-qualified stock option to the reporting person. The option vests according to the following schedule: one-third vests on January 3, 2023, an additional one-third vests on January 3, 2024 and the remaining one-third will vest on January 3, 2025, such that the option will be fully vested on January 3, 2025.

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).

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