SEC Form 4 · accession 0000950142-17-001172
Houghton Mifflin Harcourt Co · HMHC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
E Rogers Novak Jr.
Director
Period of report
May 31, 2017
Accepted (ET)
Jun 2, 2017 · 7:10 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,F2 | — | May 31, 2017 | M | 4,942 | D | — | — | Common Stock | 4,942 | 0 | D |
| Phantom StockF1,F2 | — | May 31, 2017 | A | 4,942 | A | — | — | Common Stock | 4,942 | 4,942 | D |
| Restricted Stock UnitsF1,F3 | — | May 31, 2017 | A | 6,883 | A | — | — | Common Stock | 6,883 | 6,883 | D |
Explanation of responses
- F1Each restricted stock unit and each share of phantom stock represents a contingent right to receive one share of Houghton Mifflin Harcourt Company's (the "Company") common stock.
- F2Upon the vesting of the restricted stock units granted to the reporting person on May 31, 2016, the reporting person deferred the receipt of 4,942 shares of common stock and received instead 4,942 shares of phantom stock pursuant to the Company's Non-Employee Director Deferred Compensation Plan. The phantom stock becomes payable on May 31, 2019 (or, upon separation from service, at such earlier settlement date determined in accordance with the Company's Non-Employee Director Deferred Compensation Plan).
- F3This grant of restricted stock units will vest on May 31, 2018, subject to continued service on the Company's board of directors through such vesting date, with settlement of the restricted stock units to be deferred until separation from service as determined in accordance with the Company's Non-Employee Director Deferred Compensation Plan.
Remarks
William F. Bayers is the Executive Vice President, Secretary and General Counsel of the Company.