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