SEC Form 4 · accession 0000950142-17-000212
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
Jan 31, 2017
Accepted (ET)
Feb 2, 2017 · 8:42 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,F2 | Jan 31, 2017 | M | 693 | $0.00 | A | 2,641 | D | |
| Common Stock | Jan 31, 2017 | F | 268 | $11.30 | D | 2,373 | 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 UnitsF3,F1 | — | Jan 31, 2017 | M | 693 | D | — | — | Common Stock | 693 | 0 | D |
Explanation of responses
- F1693 restricted stock units held by the reporting person vested on January 31, 2017 and 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 268 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.
- F2The amount of securities beneficially owned by the reporting person includes 253 shares acquired under the Company's Employee Stock Purchase Plan effective as of June 30, 2016 and 585 shares acquired under the Company's Employee Stock Purchase Plan effective as of December 31, 2016.
- F3Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.
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.