SEC FORM 5

SEC Form 5

FORM 5

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

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

DOLAN MICHAEL

(Last)

(First)

(Middle)

C/O HOUGHTON MIFFLIN HARCOURT CO.

222 BERKELEY STREET

(Street)

BOSTON

02116

(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	10% Owner
X	Officer (give title below)	Other (specify below)
	See remarks.

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2015

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

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

X	Form filed by One Reporting Person
	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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	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	05/13/2014		M4	10,000	A	$12.5	10,000	D
Common Stock	05/13/2014		S4⁽¹⁾	10,000	D	$18.4501⁽²⁾	0	D
Common Stock	07/25/2014		M4	6,500	A	$13.48	6,500	D
Common Stock	07/25/2014		S4⁽¹⁾	6,500	D	$17.3227⁽³⁾	0	D
Common Stock	01/31/2015		M4⁽⁴⁾	693	A	$0⁽⁴⁾	693	D
Common Stock	01/31/2015		F4⁽⁴⁾	262	D	$19.68⁽⁴⁾	431	D
Common Stock	02/04/2015		M4	10,000	A	$12.5	10,431	D
Common Stock	02/04/2015		S4⁽¹⁾	10,000	D	$20.3491⁽⁵⁾	431	D
Common Stock	07/27/2015		M4	6,500	A	$13.48	6,931	D
Common Stock	07/27/2015		S4⁽¹⁾	6,500	D	$26.4028⁽⁶⁾	431	D

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)	4. Transaction Code (Instr. 8)	(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)
Restricted Stock Units	⁽⁷⁾	01/31/2014		4A	2,080		⁽⁷⁾	⁽⁷⁾	Common Stock	2,080	$0	2,080	D
Employee Stock Option (Right to Buy)	$12.5	05/13/2014		4M		10,000	⁽⁸⁾	01/30/2020	Common Stock	10,000	⁽⁸⁾	30,000	D
Employee Stock Option (Right to Buy)	$13.48	07/25/2014		4M		6,500	⁽⁹⁾	07/25/2020	Common Stock	6,500	⁽⁹⁾	19,500	D
Restricted Stock Units	⁽⁷⁾	01/31/2015		4M⁽⁴⁾		693	⁽⁷⁾	⁽⁷⁾	Common Stock	693	$0	1,387	D
Employee Stock Option (Right to Buy)	$12.5	02/04/2015		4M		10,000	⁽⁸⁾	01/30/2020	Common Stock	10,000	⁽⁸⁾	20,000	D
Restricted Stock Units	⁽¹⁰⁾	03/03/2015		4A	3,980		⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	3,980	$0	3,980	D
Employee Stock Option (Right to Buy)	$13.48	07/27/2015		4M		6,500	⁽⁹⁾	07/25/2020	Common Stock	6,500	⁽⁹⁾	13,000	D

Explanation of Responses:

1. These shares were sold pursuant to a Rule 10b5-1 trading plan.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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.

Remarks:

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	02/16/2016
	** Signature of Reporting Person	Date
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