X0306 4/A 2020-02-27 2020-03-02 0 0001580156 Houghton Mifflin Harcourt Co HMHC 0001585194 Bayers William Frederick C/O HOUGHTON MIFFLIN HARCOURT CO., 125 HIGH STREET BOSTON MA 02110 0 1 0 0 See remarks. Common Stock 2020-02-27 4 M 0 10476 0.00 A 45436 D Common Stock 2020-02-28 4 M 0 9654 0.00 A 55090 D Common Stock 2020-02-28 4 M 0 11336 0.00 A 66426 D Common Stock 2020-03-05 4 M 0 9462 0.00 A 75888 D Common Stock 2020-03-05 4 S 0 6586 4.65 D 69302 D Common Stock 2020-03-05 4 S 0 5681 4.65 D 63621 D Common Stock 2020-03-05 4 S 0 6068 4.65 D 57553 D Common Stock 2020-03-11 4 S 0 5239 4.02 D 52314 D Restricted Stock Units 2020-02-27 4 M 0 10476 0.00 D Common Stock 10476 10477 D Restricted Stock Units 2020-02-28 4 M 0 9654 0.00 D Common Stock 9654 0 D Restricted Stock Units 2020-03-05 4 M 0 9462 0.00 D Common Stock 9462 18925 D 10,476 restricted stock units held by Mr. Bayers vested on February 27, 2020 and were settled in exchange for a like amount of shares of Houghton Mifflin Harcourt Company?s (the ?Company?) common stock, subject to the Company?s sale of 6,586 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. 9,654 restricted stock units held by Mr. Bayers vested on February 28, 2020 and were settled in exchange for a like amount of shares of Houghton Mifflin Harcourt Company?s (the ?Company?) common stock, subject to the Company?s sale of 5,681 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. 11,336 performance stock units held by Mr. Bayers vested on February 28, 2020 and were settled in exchange for a like amount of shares of the Company's common stock, subject to the Company's sale of 6,068 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 performance stock units. 9,462 restricted stock units held by Mr. Bayers vested on March 5, 2020 and were settled in exchange for a like amount of shares of the Company?s common stock, subject to the Company?s sale of 5,239 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.63 to $4.97, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (5), (6), (7) and (8) to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.63 to $4.99, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.63 to $4.98, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.00 to $4.24, inclusive. Each restricted stock unit represents a contingent right to receive one share of the Company?s common stock. The remaining restricted stock unit shall vest on February 27, 2021, subject to continued employment with the Company. The remaining restricted stock unit shall vest in two equal installments on March 5, 2021 and March 5, 2022, subject to continued employment with the company. Executive Vice President, Secretary and General Counsel. // Note: This form 4 amendment is being filed to correct certain errors with previous form 4's filed on March 2, 3 and 5 with respect to the transaction dates, transaction codes, and sale prices of the transactions recorded in rows 5, 6, 7 and 8. /s/ William F. Bayers 2020-03-26