SEC Form 4 · accession 0000950142-17-001538
Houghton Mifflin Harcourt Co · HMHC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Rose Else-Mitchell
Officer — See remarks.
Period of report
Aug 11, 2017
Accepted (ET)
Aug 15, 2017 · 6:00 pm EDT
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 | Aug 11, 2017 | M | 2,193 | $0.00 | A | 5,605 | D | |
| Common Stock | Aug 11, 2017 | F | 810 | $11.15 | D | 4,795 | 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 | — | Aug 11, 2017 | M | 2,193 | D | — | — | Common Stock | 2,193 | 2,193 | D |
Explanation of responses
- F12,193 restricted stock units held by Ms. Else-Mitchell vested on August 11, 2017 and were settled in exchange for a like amount of shares of common stock of Houghton Mifflin Harcourt Company (the "Company"), subject to the Company's withholding of 810 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 on August 11, 2018, subject to continued employment with the Company
Remarks
Executive Vice President, Chief Learning Officer. William F. Bayers is the Executive Vice President, Secretary and General Counsel of the Company.