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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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 NY 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) 11/19/2013
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.01 par value per share	11/19/2013		S		1,717,309	D	$12	15,830,831	I(1)(2)	By Anchorage Capital Master Offshore, Ltd.
Common Stock, $0.01 par value per share	11/19/2013		S		44,659	D	$12	409,795	I(1)(2)	By Anchorage Illiquid Opportunities Offshore Master, L.P.
Common Stock, $0.01 par value per share	11/19/2013		S		14,886	D	$12	136,598	I(1)(2)	By Anchorage Illiquid Opportunities Offshore Master II, L.P.
Common Stock, $0.01 par value per share	11/19/2013		S		67,820	D	$12	622,320	I(1)(2)	By Anchorage Illiquid Opportunities Offshore Master III, L.P.
Common Stock, $0.01 par value per share	11/19/2013		S		82,344	D	$12	755,590	I(1)(2)	By GRF Master Fund II, L.P.
Common Stock, $0.01 par value per share	11/19/2013		S		14,684	D	$12	134,740	I(1)(2)	By PCI Fund LLC
Common Stock, $0.01 par value per share	11/19/2013		P		3,500,000	A	$12	19,330,831	I(1)(2)	By Anchorage Capital Master Offshore, Ltd.

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Anchorage Capital Group, L.L.C. (Last) (First) (Middle) 610 BROADWAY 6TH FLOOR (Street) NEW YORK NY 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 NY 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 NY 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 NY 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 NY 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.

Remarks:

	Anchorage Advisors Management, L.L.C., By: /s/ Kevin M. Ulrich, Authorized Signatory	11/21/2013
	Anchorage Capital Group, L.L.C., By: /s/ Kevin M. Ulrich, Authorized Signatory	11/21/2013
	/s/ Anthony L. Davis	11/21/2013
	/s/ Kevin M. Ulrich	11/21/2013
	Anchorage Capital Master Offshore, Ltd., By: /s/ Natalie Birrell, Director	11/21/2013
	** Signature of Reporting Person	Date
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