Amended Statement of Changes in Beneficial Ownership (4/a)
March 26 2020 - 3:58PM
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
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Archer Ellen |
2. Issuer Name and Ticker or Trading Symbol
Houghton Mifflin Harcourt Co
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HMHC
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
See remarks. |
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(Last)
(First)
(Middle)
C/O HOUGHTON MIFFLIN HARCOURT CO.,, 125 HIGH STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/27/2020 |
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(Street)
BOSTON, MA 02110
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
3/2/2020 |
6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 2/27/2020 | | M | | 9524 | A | $0.00 (1) | 32492 | D | |
| Common Stock | 2/28/2020 | | M | | 6034 | A | $0.00 (2) | 38526 | D | |
| Common Stock | 2/28/2020 | | M | | 10306 | A | $0.00 (3) | 48832 | D | |
| Common Stock | 3/5/2020 | | M | | 8602 | A | $0.00 (4) | 57434 | D | |
| Common Stock | 3/5/2020 | | S | | 6288 | D | $4.65 (5) | 51146 | D | |
| Common Stock | 3/5/2020 | | S | | 3731 | D | $4.66 (6) | 47415 | D | |
| Common Stock | 3/5/2020 | | S | | 6021 | D | $4.65 (7) | 41394 | D | |
| Common Stock | 3/11/2020 | | S | | 4964 | D | $4.02 (8) | 36430 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
| Restricted Stock Units | (9) | 2/27/2020 | | M | | | 9524 | (10) | (10) | Common Stock | 9524 | $0.00 | 9524 | D | |
| Restricted Stock Units | (9) | 2/28/2020 | | M | | | 6034 | (2) | (2) | Common Stock | 6034 | $0.00 | 0 | D | |
| Restricted Stock Units | (9) | 3/5/2020 | | M | | | 8602 | (11) | (11) | Common Stock | 8602 | $0.00 | 17204 | D | |
| Explanation of Responses: |
| (1) | 9,524 restricted stock units held by Ms. Archer vested on February 27, 2020 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 sale of 6,288 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. |
| (2) | 6,034 restricted stock units held by Ms. Archer vested on February 28, 2020 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 sale of 3,731 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 |
| (3) | 10,306 performance stock units held by Ms. Archer vested on February 28, 2020 and were settled in exchange for a like amount of shares of the Company?s common stock, subject to the Company?s sale of 6,021 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 performance stock units. |
| (4) | 8,602 restricted stock units held by Ms. Archer vested on March 5, 2020 and were settled in exchange for a like amount of shares of the Company?s common stock, subject to the Company?s withholding of 4,964 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. |
| (5) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.63 to $4.82, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (5), (6), (7) and (8) to this Form 4. |
| (6) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.63 to $4.85, inclusive |
| (7) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.63 to $4.99, inclusive |
| (8) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.00 to $4.24, inclusive |
| (9) | Each restricted stock unit represents a contingent right to receive one share of the Company?s common stock. |
| (10) | The remaining restricted stock unit shall vest February 27, 2021, subject to continued employment with the Company. |
| (11) | The remaining restricted stock unit shall vest in two equal installments on March 5, 2021 and March 5, 2022, subject to continued employment with the company. |
Remarks:
President, Houghton Mifflin Harcourt Books & Media. William F. Bayers is the Executive Vice President, Secretary and General Counsel of the Company. // Note: This form 4 amendment is being filed to correct certain errors with previous form 4's filed on March 2, 3 and 5 with respect to the transaction dates, transaction codes, and sale prices of the transactions recorded in rows 5, 6, 7 and 8. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Archer Ellen
C/O HOUGHTON MIFFLIN HARCOURT CO.,
125 HIGH STREET
BOSTON, MA 02110 |
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| See remarks. |
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Signatures
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| /s/ William F. Bayers, Attorney-in-Fact | | 3/26/2020 |
| **Signature of Reporting Person | Date |
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