Sec Form 4 Filing - BRUDER ANN J. @ BLUCORA, INC. - 2019-01-02

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

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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)
01/02/2019
(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 01/02/2019A 9,248 ( 1 ) A $ 0 44,853 ( 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) $ 27.03 01/02/2019A 17,919 ( 3 )01/02/2026 Common Stock 17,919 $ 0 17,919 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/ Wendy Walton, as Attorney-in-Fact for Ann J. Bruder01/04/2019
** 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 2, 2019 and that will vest equally over a three-year period on each anniversary of the grant date.
( 2 )Not included in this amount are 8,092 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.
( 3 )The 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.

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.
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