0001209191-22-024029.txt : 20220411
0001209191-22-024029.hdr.sgml : 20220411
20220411180217
ACCESSION NUMBER: 0001209191-22-024029
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220407
FILED AS OF DATE: 20220411
DATE AS OF CHANGE: 20220411
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Fields Matthew M.
CENTRAL INDEX KEY: 0001720813
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36166
FILM NUMBER: 22820684
MAIL ADDRESS:
STREET 1: C/O HMH; 125 HIGH STREET
CITY: BOSTON
STATE: MA
ZIP: 02110
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: 125 HIGH STREET
CITY: BOSTON
STATE: MA
ZIP: 02110
BUSINESS PHONE: 617-351-5000
MAIL ADDRESS:
STREET 1: 125 HIGH STREET
CITY: BOSTON
STATE: MA
ZIP: 02110
FORMER COMPANY:
FORMER CONFORMED NAME: HMH Holdings (Delaware), Inc.
DATE OF NAME CHANGE: 20130626
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2022-04-07
1
0001580156
Houghton Mifflin Harcourt Co
HMHC
0001720813
Fields Matthew M.
C/O HOUGHTON MIFFLIN HARCOURT
125 HIGH STREET
BOSTON
MA
02110
0
1
0
0
EVP, GM, Suppl Curriculum
Common Stock
2022-04-07
4
D
0
70782
D
0
D
Stock Option (right to buy)
9.60
2022-04-07
4
D
0
194295
D
2024-11-07
Common Stock
194295
0
D
Restricted Stock Unit
2022-04-07
4
D
0
41178
D
Common Stock
41178
0
D
Performance-Based Restricted Stock Unit
2022-04-07
4
A
0
100071
D
Common Stock
100071
0
D
Performance-Based Restricted Stock Unit
2022-04-07
4
D
0
100071
D
Common Stock
100071
0
D
In connection with that certain Agreement and Plan of Merger by and among Houghton Mifflin Harcourt Company (the "Company"), Harbor Purchaser Inc., and Harbor Holding Corp., dated as of February 21, 2022 (the "Merger Agreement") and the related tender offer, the Reporting Person became entitled to receive, in respect of each share of the Company's common stock, an amount in cash equal to $21.00.
Pursuant to the terms of the Merger Agreement, immediately prior to the Acceptance Time (as defined in the Merger Agreement), each then-outstanding and unexercised stock option vested in full and was cancelled, and the Reporting Person became entitled to receive, in respect of each share of the Company's common stock subject to such stock option, an amount (subject to any applicable withholding tax) in cash equal to $21.00 minus the exercise price per share subject to such stock option.
Each restricted stock unit ("RSU") represented the economic equivalent of one share of the Company's common stock.
Pursuant to the terms of the Merger Agreement, immediately prior to the Acceptance Time (as defined in the Merger Agreement), each RSU that was outstanding and unvested vested in full and was cancelled, and the Reporting Person became entitled to receive, in respect of each share of common stock subject to such RSU, an amount (subject to any applicable withholding tax) in cash equal to $21.00.
Each performance-based restricted stock unit ("PSU") represented the economic equivalent of one share of the Company's common stock. The PSUs were eligible to vest based on the achievement, during the applicable performance period, of applicable performance metrics, including cumulative billings and relative total shareholder return.
Pursuant to the terms of the Merger Agreement, immediately prior to the Acceptance Time (as defined in the Merger Agreement), each PSU that was outstanding and unvested vested in full (based on target performance) and was cancelled, and the Reporting Person became entitled to receive, in respect of each share of common stock subject to such PSU, an amount (subject to any applicable withholding tax) in cash equal to $21.00.
William F. Bayers is the Executive Vice President, Secretary and General Counsel of the Company.
s/ William F. Bayers, Attorney-in-Fact
2022-04-11