SEC Form 4 · accession 0000950142-16-003217
Houghton Mifflin Harcourt Co · HMHC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William Frederick Bayers
Officer — See remarks.
Period of report
Feb 29, 2016
Accepted (ET)
Mar 2, 2016 · 6:16 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 | Feb 29, 2016 | M | 7,764 | $12.50 | A | 45,327 | D | |
| Common Stock | Feb 29, 2016 | S | 7,764 | $19.00 | D | 37,563 | D | |
| Common Stock | Mar 1, 2016 | M | 27,236 | $12.50 | A | 64,799 | D | |
| Common StockF2 | Mar 1, 2016 | S | 27,236 | $19.0051 | D | 37,563 | 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 | Feb 29, 2016 | M | 7,764 | D | — | Jun 22, 2019 | Common Stock | 7,764 | 344,706 | D |
| Employee Stock Option (Right to Buy)F3 | $12.50 | Mar 1, 2016 | M | 27,236 | D | — | Jun 22, 2019 | Common Stock | 27,236 | 317,470 | 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 $19.00 to $19.08. 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
Executive Vice President, Secretary and General Counsel.