SEC Form 4 · accession 0000950142-19-000454
Houghton Mifflin Harcourt Co · HMHC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Matthew M. Fields
Officer — See remarks.
Period of report
Feb 27, 2019
Accepted (ET)
Mar 1, 2019 · 8:15 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 | Feb 27, 2019 | M | 7,619 | $0.00 | A | 10,681 | D | |
| Common Stock | Feb 27, 2019 | F | 2,632 | $8.49 | D | 8,049 | 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 | — | Feb 27, 2019 | M | 7,619 | D | — | — | Common Stock | 7,619 | 15,238 | D |
Explanation of responses
- F17,619 restricted stock units held by Mr. Fields vested on February 27, 2019 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 2,632 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 in two equal installments on February 27, 2020 and February 27, 2021, subject to continued employment with the Company.
Remarks
Executive Vice President, General Manager - Supplemental Curriculum. William F. Bayers is the Executive Vice President, Secretary and General Counsel of the Company.