X0306 4 2020-05-31 0 0001580156 Houghton Mifflin Harcourt Co HMHC 0001129822 MCKERNAN JOHN R JR C/O HOUGHTON MIFFLIN HARCOURT CO. 125 HIGH STREET BOSTON MA 02110 1 0 0 0 Restricted Stock Units 2020-05-31 4 A 0 55556 0.00 A Common Stock 55556 55556 D Restricted Stock Units 2020-05-31 4 M 0 15071 0.00 D Common Stock 15071 0 D Phantom Stock 2020-05-31 4 A 0 15071 0.00 A Common Stock 15071 15071 D 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. This grant of restricted stock units will vest on May 31, 2021, 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 separation from service after the vesting date, as determined in accordance with the Company's Non-Employee Director Deferred Compensation Plan. Upon the vesting of the restricted stock units granted to the reporting person on May 31, 2019, the reporting person deferred the receipt of 15,071 shares of common stock and received instead 15,071 shares of phantom stock pursuant to the Company's Non-Employee Director Deferred Compensation Plan. The phantom stock becomes payable upon separation from service in accordance with the Company's Non-Employee Director Deferred Compensation Plan. William F. Bayers is the Executive Vice President, Secretary and General Counsel of the Company. /s/ William F. Bayers, Attorney-in-Fact 2020-06-02