SEC Form 4 · accession 0000950142-15-001838
Houghton Mifflin Harcourt Co · HMHC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Linda Kay Zecher
Officer — See remarks. · Director
Period of report
Aug 1, 2015
Accepted (ET)
Aug 4, 2015 · 7:41 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 StockF1 | Aug 1, 2015 | M | 36,667 | $0.00 | A | 222,787 | D | |
| Common Stock | Aug 1, 2015 | F | 17,288 | $26.13 | D | 205,499 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2,F3 | — | Aug 1, 2015 | M | 36,667 | D | — | — | Common Stock | 36,667 | 36,666 | D |
Explanation of responses
- F136,667 restricted stock units held by Ms. Zecher vested on August 1, 2015 and were settled in exchange for a like amount of shares of Houghton Mifflin Harcourt Company's (the "Company") common stock, subject to the Company's withholding of 17,288 shares of common stock to satisfy withholding obligations in connection with federal, state, local or other taxes required to be withheld or paid in connection with the settlement of the restricted stock units.
- F2Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.
- F3The remaining restricted stock units shall vest on August 1, 2016, subject to continued employment with the Company.
Remarks
President and Chief Executive Officer. William F. Bayers is the Executive Vice President, Secretary and General Counsel of the Company.