SEC Form 4/A · accession 0000950142-18-000598
Houghton Mifflin Harcourt Co · HMHC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Michael Dolan
Officer — See remarks.
Period of report
Feb 28, 2018
Accepted (ET)
Mar 6, 2018 · 8:36 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 | Feb 28, 2018 | M | 5,656 | $0.00 | A | 16,108 | D | |
| Common Stock | Feb 28, 2018 | F | 2,191 | $6.80 | D | 13,917 | 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,F4 | — | Feb 28, 2018 | M | 5,656 | D | — | — | Common Stock | 5,656 | 11,312 | D |
Explanation of responses
- F15,656 restricted stock units held by Mr. Dolan vested on February 28, 2018 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 2,191 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.
- F2This amendment is being filed to reflect the fact that the amount of securities beneficially owned by the reporting person includes 585 shares acquired on June 30, 2017 and 910 shares acquired on December 31, 2017 under the Company's Employee Stock Purchase Plan.
- F3Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.
- F4The remaining restricted stock units shall vest in two equal installments on February 28, 2019 and February 28, 2020, 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.