SEC Form 4 · accession 0000950142-17-001014
Houghton Mifflin Harcourt Co · HMHC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John J Lynch Jr.
Officer — See remarks
Period of report
May 9, 2017
Accepted (ET)
May 11, 2017 · 9:49 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001580156
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1 | — | May 9, 2017 | A | 79,638 | A | — | — | Common Stock | 79,638 | 79,638 | D |
| Restricted Stock UnitsF2 | — | May 9, 2017 | A | 38,610 | A | — | — | Common Stock | 38,610 | 38,610 | D |
| Employee Stock Options (Right to Buy)F3 | $12.95 | May 9, 2017 | A | 604,230 | A | — | May 9, 2024 | Common Stock | 604,230 | 604,230 | D |
Explanation of responses
- F1This grant of restricted stock units has a vesting schedule of three equal installments (one on each of the first three anniversaries of February 28, 2017), subject to continued employment with Houghton Mifflin Harcourt Company (the "Company"). Each restricted stock unit represents a contingent right to receive one share of common stock.
- F2This grant of restricted stock units has a vesting schedule of three equal installments (one on each of the first three anniversaries of the grant date), generally subject to continued employment with the Company, except that such restricted stock units shall vest immediately in the event of termination without cause or resignation for good reason. Each restricted stock unit represents a contingent right to receive one share of common stock.
- F3This grant of employee stock options has a vesting schedule of four equal installments (one on each of the first four anniversaries of the grant date), generally subject to continued employment with the Company, except that such employee stock options shall vest immediately in the event of termination without cause or resignation for good reason.
Remarks
President and Chief Executive Officer. William F. Bayers is the Executive Vice President, Secretary and General Counsel of the Company.