SEC Form 4 · accession 0000950142-15-002118
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
Sep 15, 2015
Accepted (ET)
Sep 16, 2015 · 6:10 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 | Sep 15, 2015 | M | 75,000 | $12.50 | A | 280,499 | D | |
| Common StockF2 | Sep 15, 2015 | S | 75,000 | $21.6645 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F3 | $12.50 | Sep 15, 2015 | M | 75,000 | D | — | Jun 22, 2019 | Common Stock | 75,000 | 2,523,576 | 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 $21.45 to $21.92. 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.
- F3These employee stock options have vested and are currently exercisable.
Remarks
President and Chief Executive Officer. William F. Bayers is the Executive Vice President, Secretary and General Counsel of the Company.