SEC Form 4 · accession 0000950142-18-001323
Houghton Mifflin Harcourt Co · HMHC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jean S. Desravines
Director
Period of report
May 31, 2018
Accepted (ET)
Jun 4, 2018 · 8:42 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 | May 31, 2018 | M | 3,094 | $0.00 | A | 3,094 | 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 UnitsF1,F2 | — | May 31, 2018 | M | 3,094 | D | — | — | Common Stock | 3,094 | 0 | D |
| Restricted Stock UnitsF1,F3 | — | May 31, 2018 | A | 12,500 | A | — | — | Common Stock | 12,500 | 12,500 | D |
Explanation of responses
- F1Each restricted stock unit represents a contingent right to receive one share of Houghton Mifflin Harcourt Company's (the "Company") common stock.
- F2The restricted stock units vested on May 31, 2018 and were settled in exchange for a like amount of shares of the Company's common stock.
- F3This grant of restricted stock units will vest on May 31, 2019, 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 May 31, 2022 (or, upon separation from service after the vesting date, such earlier settlement date 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.