SEC Form 4 · accession 0000950142-15-002253

Houghton Mifflin Harcourt Co · HMHC

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — See remarks. · Director

Period of report

Oct 15, 2015

Accepted (ET)

Oct 19, 2015 · 5:37 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
Common Stock	Oct 15, 2015	M	47,275	$12.50	A	252,774	D
Common Stock^F2	Oct 15, 2015	S	47,275	$21.0058	D	205,499	D
Common Stock	Oct 16, 2015	M	17,791	$12.50	A	223,290	D
Common Stock^F3	Oct 16, 2015	S	17,791	$21.0634	D	205,499	D
Common Stock	Oct 19, 2015	M	3,300	$12.50	A	208,799	D
Common Stock^F4	Oct 19, 2015	S	3,300	$21.0018	D	205,499	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Employee Stock Option (Right to Buy)^F5	$12.50	Oct 15, 2015	M	47,275	D	—	Jun 22, 2019	Common Stock	47,275	2,476,301	D
Employee Stock Option (Right to Buy)^F5	$12.50	Oct 16, 2015	M	17,791	D	—	Jun 22, 2019	Common Stock	17,791	2,458,510	D
Employee Stock Option (Right to Buy)^F5	$12.50	Oct 19, 2015	M	3,300	D	—	Jun 22, 2019	Common Stock	3,300	2,455,210	D

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 $21.00 to $21.13. 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 $21.00 to $21.19. 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.
F4The sale price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $21.00 to $21.01. 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.
F5These employee stock options have vested and are currently exercisable.

President and Chief Executive Officer. William F. Bayers is the Executive Vice President, Secretary and General Counsel of the Company.