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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (1) | 05/31/2018 | M | 6,883 | (2) | (2) | Common Stock | 6,883 | $ 0 | 0 | D | ||||
Phantom Stock | (1) | 05/31/2018 | A | 6,883 | (2) | (2) | Common Stock | 6,883 | $ 0 | 6,883 | D | ||||
Restricted Stock Units | (1) | 05/31/2018 | A | 12,500 | (3) | (3) | Common Stock | 12,500 | $ 0 | 12,500 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Greenthal Jill A C/O HOUGHTON MIFFLIN HARCOURT CO., 125 HIGH STREET BOSTON, MA 02110 |
X |
/s/ William F. Bayers, Attorney-in-Fact | 06/04/2018 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Each restricted stock unit and each share of phantom stock represents a contingent right to receive one share of Houghton Mifflin Harcourt Company's (the "Company") common stock. |
(2) | Upon the vesting of the restricted stock units granted to the reporting person on May 31, 2017, the reporting person deferred the receipt of 6,883 shares of common stock and received instead 6,883 shares of phantom stock pursuant to the Company's Non-Employee Director Deferred Compensation Plan. The phantom stock becomes payable on May 31, 2020 (or, upon separation from service, at such earlier settlement date determined in accordance with the Company's Non-Employee Director Deferred Compensation Plan). |
(3) | This grant of restricted stock units will vest on May 31, 2019, subject to continued service on the Company's board of directors through such vesting date, with settlement of the restricted stock units to be deferred until May 31, 2021 (or, upon separation from service after the vesting date, such earlier settlement date determined in accordance with the Company's Non-Employee Director Deferred Compensation Plan). |
Remarks: William F. Bayers is the Executive Vice President, Secretary and General Counsel of the Company. |