SEC Form 4 · accession 0000950142-19-000466
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
Feb 28, 2019
Accepted (ET)
Mar 4, 2019 · 8:49 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 | 13,574 | $0.00 | A | 43,926 | D | |
| Common Stock | Feb 28, 2019 | F | 3,996 | $7.91 | D | 39,930 | D | |
| Common StockF2 | Mar 1, 2019 | M | 3,407 | $0.00 | A | 43,337 | D | |
| Common Stock | Mar 1, 2019 | F | 1,003 | $8.16 | D | 42,334 | 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 | 13,574 | D | — | — | Common Stock | 13,574 | 13,576 | D |
| Restricted Stock UnitsF3,F2 | — | Mar 1, 2019 | M | 3,407 | D | — | — | Common Stock | 3,407 | 0 | D |
Explanation of responses
- F113,574 restricted stock units held by Ms. Else-Mitchell 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 3,996 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.
- F23,407 restricted stock units held by Ms. Else-Mitchell 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 1,003 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, Chief Learning Officer. William F. Bayers is the Executive Vice President, Secretary and General Counsel of the Company.