SEC Form 4 · accession 0000950142-19-000465
Houghton Mifflin Harcourt Co · HMHC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William Frederick Bayers
Officer — See remarks.
Period of report
Feb 28, 2019
Accepted (ET)
Mar 4, 2019 · 8:48 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 28, 2019 | M | 9,654 | $0.00 | A | 35,129 | D | |
| Common Stock | Feb 28, 2019 | F | 2,814 | $7.91 | D | 32,315 | D | |
| Common StockF2 | Mar 1, 2019 | M | 3,748 | $0.00 | A | 36,063 | D | |
| Common Stock | Mar 1, 2019 | F | 1,103 | $8.16 | D | 34,960 | 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, 2019 | M | 9,654 | D | — | — | Common Stock | 9,654 | 9,654 | D |
| Restricted Stock UnitsF3,F2 | — | Mar 1, 2019 | M | 3,748 | D | — | — | Common Stock | 3,748 | 0 | D |
Explanation of responses
- F19,654 restricted stock units held by Mr. Bayers vested on February 28, 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 2,814 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.
- F23,748 restricted stock units held by Mr. Bayers vested on March 1, 2019 and were settled in exchange for a like amount of shares of the Company's common stock, subject to the Company's withholding of 1,103 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 on February 28, 2020, subject to continued employment with the Company.
Remarks
Executive Vice President, Secretary and General Counsel.