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