Statement of Changes in Beneficial Ownership (4)
March 02 2021 - 5:38PM
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
*
DOLAN MICHAEL |
2. Issuer Name and Ticker or Trading Symbol
Houghton Mifflin Harcourt Co
[
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) SVP, Controller |
(Last)
(First)
(Middle)
HOUGHTON MIFFLIN HARCOURT, 125 HIGH STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/27/2021 |
(Street)
BOSTON, MA 02110
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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 | 12/31/2020 | | A(1) | | 3336 | A | $1.555 | 57244 | D | |
Common Stock | 2/27/2021 | | M | | 7143 | A | $0.00 (2) | 64387 | D | |
Common Stock | 3/1/2021 | | S | | 3806 | D | $6.24 | 60581 | 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 | (3) | 2/27/2021 | | M | | | 7143 | (2) | (2) | Common Stock | 7143 | $0.00 | 0 | D | |
Explanation of Responses: |
(1) | These shares were acquired under the Houghton Mifflin Harcourt Company's (the Company") Employee Stock Purchase Plan in transactions that were exempt under both Rule 16b-3(d) and Rule 16b-3(c). |
(2) | 7,143 restricted stock units held by Mr. Dolan vested on February 27, 2021 and were settled in exchange for a like amount of shares of the Company common stock, subject to the sale of 3,806 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) | Each restricted stock unit represents a contingent right to receive one share of the Company's common stock. |
Remarks: William F. Bayers is the Executive Vice President, Secretary and General Counsel of the Company. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
DOLAN MICHAEL HOUGHTON MIFFLIN HARCOURT 125 HIGH STREET BOSTON, MA 02110 |
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| SVP, Controller |
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Signatures
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s/ William F. Bayers, Attorney-in-Fact | | 3/2/2021 |
**Signature of Reporting Person | Date |
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