SEC Form 4 · accession 0000950142-15-000189
Houghton Mifflin Harcourt Co · HMHC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John Dragoon
Officer — See remarks.
Period of report
Jan 27, 2015
Accepted (ET)
Jan 29, 2015 · 4:38 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001580156
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Jan 27, 2015 | M | 15,837 | $12.50 | A | 15,837 | D | |
| Common StockF2 | Jan 27, 2015 | S | 15,837 | $19.8729 | D | 0 | D | |
| Common Stock | Jan 28, 2015 | M | 9,163 | $12.50 | A | 9,163 | D | |
| Common StockF3 | Jan 28, 2015 | S | 9,163 | $19.7922 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F4 | $12.50 | Jan 27, 2015 | M | 15,837 | D | — | Jun 22, 2019 | Common Stock | 15,837 | 1,012,233 | D |
| Employee Stock Option (Right to Buy)F4 | $12.50 | Jan 28, 2015 | M | 9,163 | D | — | Jun 22, 2019 | Common Stock | 9,163 | 1,003,070 | D |
Explanation of responses
- F1These shares were sold pursuant to a Rule 10b5-1 trading plan.
- F2The sale price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $19.78 to $20.01. Upon request of the staff of the Securities and Exchange Commission, Houghton Mifflin Harcourt Company (the "Company") or a security holder of the Company, the reporting person will provide full information regarding the number of shares sold at each separate price.
- F3The sale price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $19.61 to $19.91. Upon request of the staff of the Securities and Exchange Commission, the Company or a security holder of the Company, the reporting person will provide full information regarding the number of shares sold at each separate price.
- F450% of this grant of employee stock options has vested and is currently exercisable. The remaining stock options vest in two equal installments on June 22, 2015 and June 22, 2016, subject to continued employment with the Company.
Remarks
Executive Vice President and Chief Marketing Officer. William F. Bayers is the Executive Vice President, Secretary and General Counsel of the Company.