Sec Form 4 Filing - Clendening John S @ BLUCORA, INC. - 2018-01-03

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
Clendening John S
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)
President and CEO
(Last) (First) (Middle)
6333 N STATE HIGHWAY 161, STE 600
3. Date of Earliest Transaction (MM/DD/YY)
01/03/2018
(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 11/03/2017 G( 1 ) V 7,092 D $ 0 561,393 D
Common Stock 11/08/2017 G( 1 ) V 2,059 D $ 0 559,334 D
Common Stock 01/03/2018 F 7,270 ( 2 ) D $ 22.75 552,064 D
Common Stock 01/05/2018 M 70,833 A $ 4.98 622,897 D
Common Stock 01/05/2018 F 36,049 ( 3 ) D $ 22.7 586,848 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
Common Stock $ 4.98 01/05/2018 M 70,833 ( 4 ) 04/04/2023 Common Stock 70,833 $ 0 712,500 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Clendening John S
6333 N STATE HIGHWAY 161, STE 600
IRVING, TX75038
X President and CEO
Signatures
/s/ Wendy Walton, as Attorney-in-Fact 01/05/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects a charitable gift of securities by the reporting person.
( 2 )This 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.
( 3 )Represents a "net exercise" of outstanding stock options. The reporting person received 34,784 shares of common stock on the net exercise of options to purchase 70,833 shares of common stock. The reporting person forfeited 36,049 shares of common stock underlying the option in payment of the exercise price and applicable tax withholding, using the closing stock price on January 5, 2018 of $22.70.
( 4 )15% 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.

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* 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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