SEC Form 4 · accession 0000950142-18-001733
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 8, 2018
Accepted (ET)
Aug 10, 2018 · 12:46 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 8, 2018 | M | 3,703 | $0.00 | A | 19,585 | D | |
| Common Stock | Aug 8, 2018 | F | 1,257 | $5.40 | D | 18,328 | D | |
| Common StockF2 | Aug 8, 2018 | M | 868 | $0.00 | A | 19,196 | D | |
| Common Stock | Aug 8, 2018 | F | 294 | $5.40 | D | 18,902 | 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 | — | Aug 8, 2018 | M | 3,703 | D | — | — | Common Stock | 3,703 | 7,408 | D |
| Restricted Stock UnitsF3,F4 | — | Aug 8, 2018 | M | 868 | D | — | — | Common Stock | 868 | 1,736 | D |
Explanation of responses
- F13,703 restricted stock units held by Ms. Else-Mitchell vested on August 8, 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 1,257 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.
- F2868 restricted stock units held by Ms. Else-Mitchell vested on August 8, 2018 and were settled in exchange for a like amount of shares of the Company's common stock, subject to the Company's withholding of 294 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.
- 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 August 8, 2019 and August 8, 2020, 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.