SEC Form 4 · accession 0000950142-16-003286
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
Mar 3, 2016
Accepted (ET)
Mar 7, 2016 · 8:56 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 StockF1 | Mar 3, 2016 | M | 1,327 | $0.00 | A | 2,190 | D | |
| Common Stock | Mar 3, 2016 | F | 552 | $19.77 | D | 1,638 | D | |
| Common Stock | Mar 7, 2016 | S | 775 | $19.85 | D | 863 | 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 | — | Mar 3, 2016 | M | 1,327 | D | — | — | Common Stock | 1,327 | 2,653 | D |
Explanation of responses
- F11,327 restricted stock units held by Mr. Dolan vested on March 3, 2016 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 552 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 in two equal installments on March 3, 2017 and March 3, 2018, subject to continued employment with the Company.
Remarks
Senior Vice President and Corporate Controller. The reporting person serves as the Company's Principal Accounting Officer. 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. William F. Bayers is the Executive Vice President, Secretary and General Counsel of the Company.