Sec Form 4 Filing - Finkelstein Mark A @ BLUCORA, INC. - 2017-05-04

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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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)

1. Name and Address of Reporting Person Finkelstein Mark A 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 & Admin Officer (Last) (First) (Middle) 10900 NE 8TH STREET, SUITE 800 3. Date of Earliest Transaction (MM/DD/YY) 05/04/2017 (Street) BELLEVUE, WA98004 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 05/04/2017 M 137,807 A $ 15.24 174,631 D Common Stock 05/04/2017 F 116,772 ( 1 ) D $ 19.4 57,859 D Common Stock 05/04/2017 M 58,268 A $ 9.81 116,127 D Common Stock 05/04/2017 F 41,548 ( 2 ) D $ 19.4 74,579 D Common Stock 05/08/2017 S 2,500 ( 3 ) D $ 20.7678 72,079 D Common Stock 05/08/2017 S 16,774 ( 3 ) D $ 20.4444 55,305 D Common Stock 05/08/2017 S 37,755 ( 3 ) D $ 20.4447 17,550 D

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)

$ 15.24

05/04/2017

M

137,807

( 4 )

09/30/2021

Common Stock

137,807

$ 0

0

D

Stock Option (Right to Buy)

$ 9.81

05/04/2017

M

58,268

( 5 )

01/04/2023

Common Stock

58,268

$ 0

0

D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Finkelstein Mark A 10900 NE 8TH STREET, SUITE 800 BELLEVUE, WA98004 Chief Legal & Admin Officer

Signatures /s/ Laura A. Baumann, as Attorney in Fact 05/08/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a "net exercise" of outstanding stock options. The reporting person received 21,035 shares of common stock on net exercise of option to purchase 137,807 shares of common stock. The reporting person forfeited 116,772 shares of common stock underlying the option in payment of the exercise price and applicable tax withholding, using the closing stock price on May 4, 2017 of $19.40. ( 2 )Represents a "net exercise" of outstanding stock options. The reporting person received 16,720 shares of common stock on net exercise of option to purchase 58,268 shares of common stock. The reporting person forfeited 41,548 shares of common stock underlying the option in payment of the exercise price and applicable tax withholding, using the closing stock price on May 4, 2017 of $19.40. ( 3 )As previously disclosed by the issuer, the reporting person has informed the issuer that he intends to resign on the later of the date on which the issuer moves its headquarters from Bellevue, Washington to Irving, Texas (which is expected to occur on or before June 1, 2017) or July 1, 2017. ( 4 )The option grant was for 165,354 shares of common stock with the following vesting schedule: 33.3% of the shares vested on September 30, 2015 and an additional 16.7% vested each six (6) months thereafter, such that the option will be fully vested on September 30, 2017, unless vesting is accelerated under the terms of reporting person's employment agreement. ( 5 )The option grant was for 174,821 shares of common stock with the following vesting schedule: 33.3% of the shares vested on January 2, 2017 and an additional 16.7% vested each six (6) months thereafter, such that the option will be fully vested on January 2, 2019, unless vesting is accelerated under the terms of reporting person's employment agreement.

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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