SEC Form 4 · accession 0001140361-15-026090
Houghton Mifflin Harcourt Co · HMHC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Anthony Lynn Davis
Director · 10% Owner
Kevin Michael Ulrich
Director · 10% Owner
Anchorage Advisors Management, LLC
Director · 10% Owner
Anchorage Capital Master Offshore, Ltd
Director · 10% Owner
Anchorage Capital Group, L.L.C.
10% Owner
Period of report
Jun 26, 2015
Accepted (ET)
Jun 30, 2015 · 7:00 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 Stock, $0.01 par value per shareF3,F1,F2 | Jun 26, 2015 | X | 17,272 | $21.14 | A | 427,067 | I | By Anchorage Illiquid Opportunities Offshore Master, L.P. |
| Common Stock, $0.01 par value per shareF3,F1,F2 | Jun 26, 2015 | X | 4,376 | $21.14 | A | 140,974 | I | By Anchorage Illiquid Opportunities Offshore Master II, L.P. |
| Common Stock, $0.01 par value per shareF3,F1,F2 | Jun 26, 2015 | X | 4,254 | $21.14 | A | 759,845 | I | By GRF Master Fund II, L.P. |
| Common Stock, $0.01 par value per shareF3,F1,F2 | Jun 26, 2015 | S | 13,942 | $26.19 | D | 413,125 | I | By Anchorage Illiquid Opportunities Offshore Master, L.P. |
| Common Stock, $0.01 par value per shareF3,F1,F2 | Jun 26, 2015 | S | 3,533 | $26.19 | D | 137,441 | I | By Anchorage Illiquid Opportunities Offshore Master II, L.P. |
| Common Stock, $0.01 par value per shareF3,F1,F2 | Jun 26, 2015 | S | 3,434 | $26.19 | D | 756,411 | I | By GRF Master Fund II, L.P. |
| Common Stock, $0.01 par value per shareF3,F1,F2 | Jun 26, 2015 | S | 413,125 | $25.66 | D | 0 | I | By Anchorage Illiquid Opportunities Offshore Master, L.P. |
| Common Stock, $0.01 par value per shareF3,F1,F2 | Jun 26, 2015 | S | 137,441 | $25.66 | D | 0 | I | By Anchorage Illiquid Opportunities Offshore Master II, L.P. |
| Common Stock, $0.01 par value per shareF3,F1,F2 | Jun 26, 2015 | S | 756,411 | $25.66 | D | 0 | I | By GRF Master Fund II, L.P. |
| Common Stock, $0.01 par value per shareF5,F1,F2 | holding | — | — | — | 19,330,830 | I | By Anchorage Capital Master Offshore, Ltd. | |
| Common Stock, $0.01 par value per shareF5,F1,F2 | holding | — | — | — | 622,320 | I | By Anchorage Illiquid Opportunities Offshore Master III, L.P. | |
| Common Stock, $0.01 par value per shareF5,F1,F2 | holding | — | — | — | 134,740 | I | By PCI Fund LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock Warrants (right to buy)F3,F1,F2,F6 | $21.14 | Jun 26, 2015 | X | 8,636 | D | Jun 22, 2012 | Jun 22, 2019 | Common Stock, $0.01 par value per share | 17,272 | 0 | I |
| Common Stock Warrants (right to buy)F3,F1,F2,F6 | $21.14 | Jun 26, 2015 | X | 2,188 | D | Jun 22, 2012 | Jun 22, 2019 | Common Stock, $0.01 par value per share | 4,376 | 0 | I |
| Common Stock Warrants (right to buy)F3,F1,F2,F6 | $21.14 | Jun 26, 2015 | X | 2,127 | D | Jun 22, 2012 | Jun 22, 2019 | Common Stock, $0.01 par value per share | 4,254 | 0 | I |
| Common Stock Warrants (right to buy)F5,F1,F2,F6 | $21.14 | holding | — | — | — | Jun 22, 2012 | Jun 22, 2019 | Common Stock, par value $0.001 per share | 414,392 | 207,696 | I |
| Common Stock Warrants (right to buy)F5,F1,F2,F6 | $21.14 | holding | — | — | — | Jun 22, 2012 | Jun 22, 2019 | Common Stock, par value $0.001 per share | 8,212 | 4,106 | I |
Explanation of responses
- F1Anchorage Advisors Management, L.L.C. is the sole managing member of Anchorage Capital Group, L.L.C., the investment advisor to each of Anchorage Capital Master Offshore, Ltd., Anchorage Illiquid Opportunities Offshore Master, L.P., Anchorage Illiquid Opportunities Offshore Master II, L.P., Anchorage Illiquid Opportunities Offshore Master III, L.P., GRF Master Fund II, L.P., and PCI Fund LLC. Mr. Davis is the President of Anchorage Capital Group, L.L.C. and a managing member of Anchorage Advisors Management, L.L.C. Mr. Ulrich is the Chief Executive Officer of Anchorage Capital Group, L.L.C. and the other managing member of Anchorage Advisors Management, L.L.C.
- F2Each reporting person disclaims beneficial ownership of the reported securities except to the extent, if any, of its or his pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is the beneficial owner of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- F3Each of Anchorage Illiquid Opportunities Offshore Master, L.P., Anchorage Illiquid Opportunities Offshore Master II, L.P. and GRF Master Fund II, L.P. is in the process of selling or otherwise resolving investments in preparation for the formal liquidation of such investment funds pursuant to their governing documents and the transactions reported herein were effected in connection with such processes.
- F4These shares were used to pay the exercise price for the warrant exercises on June 26, 2015 on a cashless basis, with fractional shares paid out in cash.
- F5There were no reportable transactions in the shares or warrants held for the accounts of each of Anchorage Capital Master Offshore, Ltd., Anchorage Illiquid Opportunities Offshore Master III, L.P., and PCI Fund LLC.
- F6Each one (1) warrant entitles the holder to purchase two (2) shares of common stock.