Statement of Changes in Beneficial Ownership (4)
12 April 2022 - 8:05AM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
*
Bayers William Frederick |
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, Sec. & General Counsel |
(Last)
(First)
(Middle)
C/O HOUGHTON MIFFLIN HARCOURT, 125 HIGH STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/7/2022 |
(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 | 4/7/2022 | | D | | 115553 | D | (1) | 0 | 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 Unit | (2) | 4/7/2022 | | D | | | 52263 | (3) | (3) | Common Stock | 52263 | (3) | 0 | D | |
Performance-Based Restricted Stock Unit | (4) | 4/7/2022 | | A | | | 124626 | (5) | (5) | Common Stock | 124626 | (5) | 0 | D | |
Performance-Based Restricted Stock Unit | (4) | 4/7/2022 | | D | | | 124626 | (5) | (5) | Common Stock | 124626 | (5) | 0 | D | |
Explanation of Responses: |
(1) | In connection with that certain Agreement and Plan of Merger by and among Houghton Mifflin Harcourt Company (the "Company"), Harbor Purchaser Inc., and Harbor Holding Corp., dated as of February 21, 2022 (the "Merger Agreement") and the related tender offer, the Reporting Person became entitled to receive, in respect of each share of the Company's common stock, an amount in cash equal to $21.00. |
(2) | Each restricted stock unit ("RSU") represented the economic equivalent of one share of the Company's common stock. |
(3) | Pursuant to the terms of the Merger Agreement, immediately prior to the Acceptance Time (as defined in the Merger Agreement), each RSU that was outstanding and unvested vested in full and was cancelled, and the Reporting Person became entitled to receive, in respect of each share of common stock subject to such RSU, an amount (subject to any applicable withholding tax) in cash equal to $21.00. |
(4) | Each performance-based restricted stock unit ("PSU") represented the economic equivalent of one share of the Company's common stock. The PSUs were eligible to vest based on the achievement, during the applicable performance period, of applicable performance metrics, including cumulative billings and relative total shareholder return. |
(5) | Pursuant to the terms of the Merger Agreement, immediately prior to the Acceptance Time (as defined in the Merger Agreement), each PSU that was outstanding and unvested vested in full (based on target performance) and was cancelled, and the Reporting Person became entitled to receive, in respect of each share of common stock subject to such PSU, an amount (subject to any applicable withholding tax) in cash equal to $21.00. |
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 |
Bayers William Frederick C/O HOUGHTON MIFFLIN HARCOURT 125 HIGH STREET BOSTON, MA 02110 |
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| EVP, Sec. & General Counsel |
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Signatures
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s/ William F. Bayers | | 4/11/2022 |
**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. |
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