Avantax (AVTA) Form 4 BLUCORA / Todd C Mackay ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Mackay Todd C

(Last) (First) (Middle)

6333 N. STATE HWY 161

6TH FLOOR

(Street)

IRVING TX 75038

(City) (State) (Zip)

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)
President of Wealth Mgmt

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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		10,069(1)	A	$0	73,218	D
Common Stock	05/21/2020		F		1,458(2)	D	$11.3	71,760	D
Common Stock	05/21/2020		A		16,791(3)	A	$0	88,551(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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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		47,014		(5)	05/21/2027	Common Stock	47,014	$0	47,014	D

Explanation of Responses:

1. On May 6, 2019, the Reporting Person was granted 10,069 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 5,034 shares of common stock. The remaining 5,035 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 were 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 16,558 performance-based RSUs of which (i) 4,078 are eligible to vest from 0% to 200% following the end of 2021 and (ii) 12,480 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.

Remarks:

	/s/ Ann J. Bruder, as Attorney-in-Fact for Todd C. Mackay	05/26/2020
	** Signature of Reporting Person	Date
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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.