L. Gordon Crovitz - 07 Apr 2022 Form 4 Insider Report for Houghton Mifflin Harcourt Co (HMHC)

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	HMHC	Common Stock	Disposed to Issuer		-81.6K	-100%		0	07 Apr 2022	Direct	F1

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	HMHC	Restricted Stock Unit	Disposed to Issuer		-11.1K	-100%		0	07 Apr 2022	Common Stock	11.1K		Direct	F2, F3
transaction	HMHC	Phantom Stock	Disposed to Issuer		-70.6K	-100%		0	07 Apr 2022	Common Stock	70.6K		Direct	F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

L. Gordon Crovitz is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Id	Content
F1	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.
F2	Each restricted stock unit ("RSU") represented the economic equivalent of one share of the Company's common stock.
F3	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 in cash equal to $21.00.
F4	Each share of phantom stock represents a contingent right to receive one share of the Company's common stock.
F5	Pursuant to the terms of the Company's Non-Employee Director Deferred Compensation Plan (the "Deferred Compensation Plan"), the phantom stock is to be distributed following the occurrence of a Change in Control (as defined in the Deferred Compensation Plan), which includes the transaction contemplated by the Merger Agreement. The Reporting Person became entitled to receive, in respect of each share of common stock subject to such phantom stock, an amount in cash equal to $21.00.

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