SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Anchorage Capital Group, L.L.C.

(Last)

(First)

(Middle)

610 BROADWAY

6TH FLOOR

(Street)

NEW YORK

10012

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Houghton Mifflin Harcourt Co [ HMHC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/26/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.01 par value per share	06/26/2015		X		17,272⁽³⁾	A	$21.14	427,067	I⁽¹⁾⁽²⁾	By Anchorage Illiquid Opportunities Offshore Master, L.P.
Common Stock, $0.01 par value per share	06/26/2015		X		4,376⁽³⁾	A	$21.14	140,974	I⁽¹⁾⁽²⁾	By Anchorage Illiquid Opportunities Offshore Master II, L.P.
Common Stock, $0.01 par value per share	06/26/2015		X		4,254⁽³⁾	A	$21.14	759,845	I⁽¹⁾⁽²⁾	By GRF Master Fund II, L.P.
Common Stock, $0.01 par value per share	06/26/2015		S⁽⁴⁾		13,942⁽³⁾	D	$26.19	413,125	I⁽¹⁾⁽²⁾	By Anchorage Illiquid Opportunities Offshore Master, L.P.
Common Stock, $0.01 par value per share	06/26/2015		S⁽⁴⁾		3,533⁽³⁾	D	$26.19	137,441	I⁽¹⁾⁽²⁾	By Anchorage Illiquid Opportunities Offshore Master II, L.P.
Common Stock, $0.01 par value per share	06/26/2015		S⁽⁴⁾		3,434⁽³⁾	D	$26.19	756,411	I⁽¹⁾⁽²⁾	By GRF Master Fund II, L.P.
Common Stock, $0.01 par value per share	06/26/2015		S		413,125⁽³⁾	D	$25.66	0	I⁽¹⁾⁽²⁾	By Anchorage Illiquid Opportunities Offshore Master, L.P.
Common Stock, $0.01 par value per share	06/26/2015		S		137,441⁽³⁾	D	$25.66	0	I⁽¹⁾⁽²⁾	By Anchorage Illiquid Opportunities Offshore Master II, L.P.
Common Stock, $0.01 par value per share	06/26/2015		S		756,411⁽³⁾	D	$25.66	0	I⁽¹⁾⁽²⁾	By GRF Master Fund II, L.P.
Common Stock, $0.01 par value per share								19,330,830⁽⁵⁾	I⁽¹⁾⁽²⁾	By Anchorage Capital Master Offshore, Ltd.
Common Stock, $0.01 par value per share								622,320⁽⁵⁾	I⁽¹⁾⁽²⁾	By Anchorage Illiquid Opportunities Offshore Master III, L.P.
Common Stock, $0.01 par value per share								134,740⁽⁵⁾	I⁽¹⁾⁽²⁾	By PCI Fund LLC

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock Warrants (right to buy)	$21.14	06/26/2015		X			8,636⁽³⁾	06/22/2012	06/22/2019	Common Stock, $0.01 par value per share	17,272⁽⁶⁾	$0	0	I⁽¹⁾⁽²⁾	By Anchorage Illiquid Opportunities Offshore Master, L.P.
Common Stock Warrants (right to buy)	$21.14	06/26/2015		X			2,188⁽³⁾	06/22/2012	06/22/2019	Common Stock, $0.01 par value per share	4,376⁽⁶⁾	$0	0	I⁽¹⁾⁽²⁾	By Anchorage Illiquid Opportunities Offshore Master II, L.P.
Common Stock Warrants (right to buy)	$21.14	06/26/2015		X			2,127⁽³⁾	06/22/2012	06/22/2019	Common Stock, $0.01 par value per share	4,254⁽⁶⁾	$0	0	I⁽¹⁾⁽²⁾	By GRF Master Fund II, L.P.
Common Stock Warrants (right to buy)	$21.14							06/22/2012	06/22/2019	Common Stock, par value $0.001 per share	414,392⁽⁶⁾		207,696⁽⁵⁾	I⁽¹⁾⁽²⁾	By Anchorage Capital Master Offshore, Ltd.
Common Stock Warrants (right to buy)	$21.14							06/22/2012	06/22/2019	Common Stock, par value $0.001 per share	8,212⁽⁶⁾		4,106⁽⁵⁾	I⁽¹⁾⁽²⁾	By Anchorage Illiquid Opportunities Offshore Master III, L.P.

1. Name and Address of Reporting Person^*

Anchorage Capital Group, L.L.C.

(Last)

(First)

(Middle)

610 BROADWAY

6TH FLOOR

(Street)

NEW YORK

10012

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Anchorage Advisors Management, LLC

(Last)

(First)

(Middle)

610 BROADWAY

6TH FLOOR

(Street)

NEW YORK

10012

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Davis Anthony Lynn

(Last)

(First)

(Middle)

610 BROADWAY

6TH FLOOR

(Street)

NEW YORK

10012

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Ulrich Kevin Michael

(Last)

(First)

(Middle)

610 BROADWAY

6TH FLOOR

(Street)

NEW YORK

10012

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Anchorage Capital Master Offshore, Ltd

(Last)

(First)

(Middle)

610 BROADWAY

6TH FLOOR

(Street)

NEW YORK

10012

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Anchorage Advisors Management, L.L.C. is the sole managing member of Anchorage Capital Group, L.L.C., the investment advisor to each of Anchorage Capital Master Offshore, Ltd., Anchorage Illiquid Opportunities Offshore Master, L.P., Anchorage Illiquid Opportunities Offshore Master II, L.P., Anchorage Illiquid Opportunities Offshore Master III, L.P., GRF Master Fund II, L.P., and PCI Fund LLC. Mr. Davis is the President of Anchorage Capital Group, L.L.C. and a managing member of Anchorage Advisors Management, L.L.C. Mr. Ulrich is the Chief Executive Officer of Anchorage Capital Group, L.L.C. and the other managing member of Anchorage Advisors Management, L.L.C.

2. Each reporting person disclaims beneficial ownership of the reported securities except to the extent, if any, of its or his pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is the beneficial owner of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

3. Each of Anchorage Illiquid Opportunities Offshore Master, L.P., Anchorage Illiquid Opportunities Offshore Master II, L.P. and GRF Master Fund II, L.P. is in the process of selling or otherwise resolving investments in preparation for the formal liquidation of such investment funds pursuant to their governing documents and the transactions reported herein were effected in connection with such processes.

4. These shares were used to pay the exercise price for the warrant exercises on June 26, 2015 on a cashless basis, with fractional shares paid out in cash.

5. There were no reportable transactions in the shares or warrants held for the accounts of each of Anchorage Capital Master Offshore, Ltd., Anchorage Illiquid Opportunities Offshore Master III, L.P., and PCI Fund LLC.

6. Each one (1) warrant entitles the holder to purchase two (2) shares of common stock.

Remarks:

	Anchorage Advisors Management, L.L.C., By: /s/ Kevin M. Ulrich, Senior Managing Member	06/30/2015
	Anchorage Capital Group, L.L.C., By: /s/ Kevin M. Ulrich, Chief Executive Officer	06/30/2015
	/s/ Anthony L. Davis	06/30/2015
	/s/ Kevin M. Ulrich	06/30/2015
	Anchorage Capital Master Offshore, Ltd By: /s/ Natalie Birrell, Director	06/30/2015
	** Signature of Reporting Person	Date
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