L. GORDON CROVITZ - 31 May 2021 Form 4 Insider Report for Houghton Mifflin Harcourt Co (HMHC)

Role
Director
Signature
/s/ William F. Bayers, Attorney-in-Fact
Issuer symbol
HMHC
Transactions as of
31 May 2021
Transactions value $
$0
Form type
4
Filing time
02 Jun 2021, 16:54:36 UTC
Previous filing
26 May 2021
Next filing
04 Jun 2021
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction HMHC Common Stock Options Exercise $0 +12,500 +18.1% $0.000000 81,606 31 May 2021 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction HMHC Phantom Stock Options Exercise $0 -12,500 -100% $0.000000* 0 31 May 2021 Common Stock 12,500 Direct F1, F2
transaction HMHC Restricted Stock Units Award $0 +11,066 $0.000000 11,066 31 May 2021 Common Stock 11,066 Direct F1, F3
transaction HMHC Restricted Stock Units Options Exercise $0 -55,556 -100% $0.000000* 0 31 May 2021 Common Stock 55,556 Direct F1, F4
transaction HMHC Phantom Stock Award $0 +55,556 $0.000000 55,556 31 May 2021 Common Stock 55,556 Direct F1, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each restricted stock unit and each share of phantom stock represents a contingent right to receive one share of Houghton Mifflin Harcourt Company's (the "Company") common stock.
F2 The shares of phantom stock were settled in exchange for a like amount of shares of the Company's common stock.
F3 This grant of restricted stock units will vest on May 31, 2022, subject to continued service on the Company's board of directors through such vesting date, with settlement of the restricted stock units to be deferred until May 31, 2024 (or, upon separation from service after the vesting date, such earlier settlement date determined in accordance with the Company's Non-Employee Director Deferred Compensation Plan).
F4 Upon the vesting of the restricted stock units granted to the reporting person on May 31, 2020, the reporting person deferred the receipt of 55,556 shares of common stock and received instead 55,556 shares of phantom stock pursuant to the Company's Non-Employee Director Deferred Compensation Plan. The phantom stock becomes payable on May 31, 2023 (or, upon separation from service, at such earlier settlement date determined in accordance with the Company's Non-Employee Director Deferred Compensation Plan).

Remarks:

William F. Bayers is the Executive Vice President, Secretary and General Counsel of the Company.