SEC Form 5 · accession 0000950142-16-003144
Houghton Mifflin Harcourt Co · HMHC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Dolan
Officer — See remarks.
Period of report
Dec 31, 2015
Accepted (ET)
Feb 16, 2016 · 9:44 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 | May 13, 2014 | M | 10,000 | $12.50 | A | 10,000 | D | |
| Common StockF2 | May 13, 2014 | S | 10,000 | $18.4501 | D | 0 | D | |
| Common Stock | Jul 25, 2014 | M | 6,500 | $13.48 | A | 6,500 | D | |
| Common StockF3 | Jul 25, 2014 | S | 6,500 | $17.3227 | D | 0 | D | |
| Common StockF4 | Jan 31, 2015 | M | 693 | $0.00 | A | 693 | D | |
| Common StockF4 | Jan 31, 2015 | F | 262 | $19.68 | D | 431 | D | |
| Common Stock | Feb 4, 2015 | M | 10,000 | $12.50 | A | 10,431 | D | |
| Common StockF5 | Feb 4, 2015 | S | 10,000 | $20.3491 | D | 431 | D | |
| Common Stock | Jul 27, 2015 | M | 6,500 | $13.48 | A | 6,931 | D | |
| Common StockF6 | Jul 27, 2015 | S | 6,500 | $26.4028 | D | 431 | 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 UnitsF7 | — | Jan 31, 2014 | A | 2,080 | A | — | — | Common Stock | 2,080 | 2,080 | D |
| Employee Stock Option (Right to Buy)F8 | $12.50 | May 13, 2014 | M | 10,000 | D | — | Jan 30, 2020 | Common Stock | 10,000 | 30,000 | D |
| Employee Stock Option (Right to Buy)F9 | $13.48 | Jul 25, 2014 | M | 6,500 | D | — | Jul 25, 2020 | Common Stock | 6,500 | 19,500 | D |
| Restricted Stock UnitsF7 | — | Jan 31, 2015 | M | 693 | D | — | — | Common Stock | 693 | 1,387 | D |
| Employee Stock Option (Right to Buy)F8 | $12.50 | Feb 4, 2015 | M | 10,000 | D | — | Jan 30, 2020 | Common Stock | 10,000 | 20,000 | D |
| Restricted Stock UnitsF10 | — | Mar 3, 2015 | A | 3,980 | A | — | — | Common Stock | 3,980 | 3,980 | D |
| Employee Stock Option (Right to Buy)F9 | $13.48 | Jul 27, 2015 | M | 6,500 | D | — | Jul 25, 2020 | Common Stock | 6,500 | 13,000 | D |
Explanation of responses
- F1These shares were sold pursuant to a Rule 10b5-1 trading plan.
- F10This grant of 3,980 restricted stock units occurred on March 3, 2015, with a vesting schedule of three equal installments (one on each of the first three anniversaries of the grant date), subject to continued employment with the Company. Each restricted stock unit represents a contingent right to receive one share of common stock upon vesting.
- F2The sale price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $18.45 to $18.47. 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 $17.28 to $17.39. 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.
- F4693 restricted stock units held by the reporting person vested on January 31, 2015 and were settled in exchange for a like amount of shares of the Company's common stock, subject to the Company's withholding of 262 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.
- F5The sale price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $20.00 to $20.46. 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.
- F6The sale price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $26.195 to $26.58. 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.
- F7This grant of 2,080 restricted stock units occurred on January 31, 2014, with a vesting schedule of three equal installments (one on each of the first three anniversaries of the grant date), subject to continued employment with the Company. Each restricted stock unit represents a contingent right to receive one share of common stock upon vesting.
- F8This grant of 40,000 stock options occurred on January 30, 2013, with a vesting schedule of four equal installments (one on each of the first four anniversaries of the grant date), subject to continued employment with the Company.
- F9This grant of 26,000 stock options occurred on July 25, 2013, with a vesting schedule of four equal installments (one on each of the first four anniversaries of the grant date), subject to continued employment with the Company.
Remarks
Senior Vice President and Corporate Controller. The reporting person has served as the Company's Principal Accounting Officer since 2007. However, the reporting person is not an "executive officer" for purposes of the Securities Exchange Act of 1934, as amended or the rules promulgated thereunder. All of the securities that have been reported on this form were acquired in exempt transactions.