Statement of Changes in Beneficial Ownership (4)
May 27 2014 - 6:58PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
1. Name and Address of Reporting Person
*
DRAGOON JOHN
|
2. Issuer Name
and
Ticker or Trading Symbol
Houghton Mifflin Harcourt Co
[
HMHC
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
See remarks.
|
(Last)
(First)
(Middle)
222 BERKELEY STREET
|
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/27/2014
|
(Street)
BOSTON, MA 02116
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
|
1.Title of Security
(Instr. 3)
|
2. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. Code
(Instr. 8)
|
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
|
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
|
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
|
7. Nature of Indirect Beneficial Ownership (Instr. 4)
|
Code
|
V
|
Amount
|
(A) or (D)
|
Price
|
Common Stock
|
5/27/2014
|
|
M
|
|
25000
|
A
|
$12.50
|
25000
|
D
|
|
Common Stock
|
5/27/2014
|
|
S
(1)
|
|
25000
|
D
|
$17.7451
(2)
|
0
|
D
|
|
Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
|
1. Title of Derivate Security
(Instr. 3)
|
2. Conversion or Exercise Price of Derivative Security
|
3. Trans. Date
|
3A. Deemed Execution Date, if any
|
4. Trans. Code
(Instr. 8)
|
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
|
6. Date Exercisable and Expiration Date
|
7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
|
8. Price of Derivative Security
(Instr. 5)
|
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
|
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
|
11. Nature of Indirect Beneficial Ownership (Instr. 4)
|
Code
|
V
|
(A)
|
(D)
|
Date Exercisable
|
Expiration Date
|
Title
|
Amount or Number of Shares
|
Employee Stock Option (Right to Buy)
|
$12.50
|
5/27/2014
|
|
M
|
|
|
25000
|
(3)
|
6/22/2019
|
Common Stock
|
25000
|
$0
|
1203070
|
D
|
|
Explanation of Responses:
|
(
1)
|
These shares were sold pursuant to a Rule 10b5-1 trading plan.
|
(
2)
|
The sale price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $17.42 to $18.00. Upon request of the staff of the Securities and Exchange Commission, Houghton Mifflin Harcourt Company (the "Company") or a security holder of the Company, the reporting person will provide full information regarding the number of shares sold at each separate price.
|
(
3)
|
25% of this grant of employee stock options has vested and is currently exercisable. The remaining stock options vest in three equal installments on June 22, 2014, June 22, 2015 and June 22, 2016, subject to Mr. Dragoon's continued employment with the Company.
|
Remarks:
Executive Vice President and Chief Marketing Officer. William F. Bayers is the Executive Vice President, Secretary and General Counsel of the Company.
|
Reporting Owners
|
Reporting Owner Name / Address
|
Relationships
|
Director
|
10% Owner
|
Officer
|
Other
|
DRAGOON JOHN
222 BERKELEY STREET
BOSTON, MA 02116
|
|
|
See remarks.
|
|
Signatures
|
/s/ William F. Bayers, Attorney-in-Fact
|
|
5/27/2014
|
**
Signature of Reporting Person
|
Date
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
|
*
|
If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
|
**
|
Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
|
Note:
|
File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
|
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
|
Houghton Mifflin Harcourt (NASDAQ:HMHC)
Historical Stock Chart
From Jun 2024 to Jul 2024
Houghton Mifflin Harcourt (NASDAQ:HMHC)
Historical Stock Chart
From Jul 2023 to Jul 2024