Statement of Changes in Beneficial Ownership (4)
05 March 2021 - 8:59AM
Edgar (US Regulatory)
FORM 4
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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
*
Evans Michael Edmund |
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) EVP, Chief Revenue Officer |
(Last)
(First)
(Middle)
C/O HOUGHTON MIFFLIN HARCOURT, 125 HIGH STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/2/2021 |
(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 | 6/30/2020 | | A(1) | | 4000 | A | $1.5385 | 7669 | 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 | (2) | 3/2/2021 | | A | | 66335 | | (2) | (2) | Common Stock | 66335 | $0.00 | 66335 | 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) | This grant of restricted stock units has a vesting schedule of three equal installments (one on each of the first three anniversaries of the grant date), subject to continued employment with Houghton Mifflin Harcourt Company (the "Company"). Each restricted stock unit represents a contingent right to receive one share of common stock upon vesting. |
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 |
Evans Michael Edmund C/O HOUGHTON MIFFLIN HARCOURT 125 HIGH STREET BOSTON, MA 02110 |
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| EVP, Chief Revenue Officer |
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Signatures
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s/ William F. Bayers, Attorney-in-Fact | | 3/4/2021 |
**Signature of Reporting Person | Date |
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