SEC Form 4 · accession 0000950142-15-000734
Houghton Mifflin Harcourt Co · HMHC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mary Johanna Cullinane
Officer — See remarks.
Period of report
Apr 9, 2015
Accepted (ET)
Apr 13, 2015 · 8:13 pm EDT
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 | Apr 9, 2015 | M | 13,744 | $12.50 | A | 63,303 | D | |
| Common Stock | Apr 9, 2015 | M | 1,256 | $13.48 | A | 64,559 | D | |
| Common StockF2 | Apr 9, 2015 | S | 15,000 | $23.3765 | D | 49,559 | 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)F3 | $12.50 | Apr 9, 2015 | M | 13,744 | D | — | Jun 22, 2019 | Common Stock | 13,744 | 163,742 | D |
| Employee Stock Option (Right to Buy)F4 | $13.48 | Apr 9, 2015 | M | 1,256 | D | — | Jul 25, 2020 | Common Stock | 1,256 | 326,228 | 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 $23.29 to $23.50. 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.
- F350% 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.
- F425% of this grant of employee stock options has vested and is currently exercisable. The remaining stock options vest in three equal installments on July 25, 2015, July 25, 2016 and July 25, 2017, subject to continued employment with the Company.
Remarks
Chief Content Officer and Executive Vice President, Corporate Affairs. William F. Bayers is the Executive Vice President, Secretary and General Counsel of the Company.