0000950142-16-003144.txt : 20160216 0000950142-16-003144.hdr.sgml : 20160215 20160216214423 ACCESSION NUMBER: 0000950142-16-003144 CONFORMED SUBMISSION TYPE: 5 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20151231 FILED AS OF DATE: 20160216 DATE AS OF CHANGE: 20160216 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Houghton Mifflin Harcourt Co CENTRAL INDEX KEY: 0001580156 STANDARD INDUSTRIAL CLASSIFICATION: BOOKS: PUBLISHING OR PUBLISHING AND PRINTING [2731] IRS NUMBER: 271566372 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 222 BERKELEY STREET CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-351-5000 MAIL ADDRESS: STREET 1: 222 BERKELEY STREET CITY: BOSTON STATE: MA ZIP: 02116 FORMER COMPANY: FORMER CONFORMED NAME: HMH Holdings (Delaware), Inc. DATE OF NAME CHANGE: 20130626 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DOLAN MICHAEL CENTRAL INDEX KEY: 0001253483 FILING VALUES: FORM TYPE: 5 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36166 FILM NUMBER: 161431467 MAIL ADDRESS: STREET 1: C/O HOUGHTON MIFFLIN HARCOURT CO. STREET 2: 222 BERKELEY STREET CITY: BOSTON STATE: MA ZIP: 02116 5 1 es1600304_5-dolan.xml OWNERSHIP DOCUMENT X0306 5 2015-12-31 0 0 1 0001580156 Houghton Mifflin Harcourt Co HMHC 0001253483 DOLAN MICHAEL C/O HOUGHTON MIFFLIN HARCOURT CO. 222 BERKELEY STREET BOSTON MA 02116 0 1 0 0 See remarks. Common Stock 2014-05-13 4 M 0 L 10000 12.50 A 10000 D Common Stock 2014-05-13 4 S 0 L 10000 18.4501 D 0 D Common Stock 2014-07-25 4 M 0 L 6500 13.48 A 6500 D Common Stock 2014-07-25 4 S 0 L 6500 17.3227 D 0 D Common Stock 2015-01-31 4 M 0 L 693 0 A 693 D Common Stock 2015-01-31 4 F 0 L 262 19.68 D 431 D Common Stock 2015-02-04 4 M 0 L 10000 12.50 A 10431 D Common Stock 2015-02-04 4 S 0 L 10000 20.3491 D 431 D Common Stock 2015-07-27 4 M 0 L 6500 13.48 A 6931 D Common Stock 2015-07-27 4 S 0 L 6500 26.4028 D 431 D Restricted Stock Units 2014-01-31 4 A 0 L 2080 0 A Common Stock 2080 2080 D Employee Stock Option (Right to Buy) 12.5 2014-05-13 4 M 0 L 10000 D 2020-01-30 Common Stock 10000 30000 D Employee Stock Option (Right to Buy) 13.48 2014-07-25 4 M 0 L 6500 D 2020-07-25 Common Stock 6500 19500 D Restricted Stock Units 2015-01-31 4 M 0 L 693 0 D Common Stock 693 1387 D Employee Stock Option (Right to Buy) 12.5 2015-02-04 4 M 0 L 10000 D 2020-01-30 Common Stock 10000 20000 D Restricted Stock Units 2015-03-03 4 A 0 L 3980 0 A Common Stock 3980 3980 D Employee Stock Option (Right to Buy) 13.48 2015-07-27 4 M 0 L 6500 D 2020-07-25 Common Stock 6500 13000 D These shares were sold pursuant to a Rule 10b5-1 trading plan. The sale price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $18.45 to $18.47. Upon request of the staff of the Securities and Exchange Commission, Houghton Mifflin Harcourt Company (the "Company") or a security holder of the Company, the reporting person will provide full information regarding the number of shares sold at each separate price. The sale price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $17.28 to $17.39. Upon request of the staff of the Securities and Exchange Commission, the Company or a security holder of the Company, the reporting person will provide full information regarding the number of shares sold at each separate price. 693 restricted stock units held by the reporting person vested on January 31, 2015 and were settled in exchange for a like amount of shares of the Company's common stock, subject to the Company's withholding of 262 shares of common stock to satisfy withholding obligations in connection with federal, state, local or other taxes required to be withheld or paid in connection with the settlement of the restricted stock units. The sale price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $20.00 to $20.46. Upon request of the staff of the Securities and Exchange Commission, the Company or a security holder of the Company, the reporting person will provide full information regarding the number of shares sold at each separate price. The sale price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $26.195 to $26.58. Upon request of the staff of the Securities and Exchange Commission, the Company or a security holder of the Company, the reporting person will provide full information regarding the number of shares sold at each separate price. This grant of 2,080 restricted stock units occurred on January 31, 2014, with a vesting schedule of three equal installments (one on each of the first three anniversaries of the grant date), subject to continued employment with the Company. Each restricted stock unit represents a contingent right to receive one share of common stock upon vesting. This grant of 40,000 stock options occurred on January 30, 2013, with a vesting schedule of four equal installments (one on each of the first four anniversaries of the grant date), subject to continued employment with the Company. This grant of 26,000 stock options occurred on July 25, 2013, with a vesting schedule of four equal installments (one on each of the first four anniversaries of the grant date), subject to continued employment with the Company. This grant of 3,980 restricted stock units occurred on March 3, 2015, with a vesting schedule of three equal installments (one on each of the first three anniversaries of the grant date), subject to continued employment with the Company. Each restricted stock unit represents a contingent right to receive one share of common stock upon vesting. Senior Vice President and Corporate Controller. The reporting person has served as the Company's Principal Accounting Officer since 2007. However, the reporting person is not an "executive officer" for purposes of the Securities Exchange Act of 1934, as amended or the rules promulgated thereunder. All of the securities that have been reported on this form were acquired in exempt transactions. /s/ Michael J. Dolan 2016-02-16