SEC Form 4 · accession 0000950142-18-001327

Houghton Mifflin Harcourt Co · HMHC

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Director

Period of report

May 31, 2018

Accepted (ET)

Jun 4, 2018 · 8:45 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.

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units^F1,F2	—	May 31, 2018	M	6,883	D	—	—	Common Stock	6,883	0	D
Phantom Stock^F1,F2	—	May 31, 2018	A	6,883	A	—	—	Common Stock	6,883	6,883	D
Restricted Stock Units^F1,F3	—	May 31, 2018	A	12,500	A	—	—	Common Stock	12,500	12,500	D

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, 2017, the reporting person deferred the receipt of 6,883 shares of common stock and received instead 6,883 shares of phantom stock pursuant to the Company's Non-Employee Director Deferred Compensation Plan. The phantom stock becomes payable upon separation from service in accordance with the Company's Non-Employee Director Deferred Compensation Plan.
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 separation from service as determined in accordance with the Company's Non-Employee Director Deferred Compensation Plan.

William F. Bayers is the Executive Vice President, Secretary and General Counsel of the Company.