Sec Form 4 Filing - Anchorage Capital Group, L.L.C. @ Houghton Mifflin Harcourt Co - 2015-06-26

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Anchorage Capital Group, L.L.C. 2. Issuer Name and Ticker or Trading Symbol Houghton Mifflin Harcourt Co [ HMHC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 610 BROADWAY, 6TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 06/26/2015 (Street) NEW YORK, NY10012 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, $0.01 par value per share 06/26/2015 X 17,272 ( 3 ) A $ 21.14 427,067 I ( 1 ) ( 2 ) By Anchorage Illiquid Opportunities Offshore Master, L.P. Common Stock, $0.01 par value per share 06/26/2015 X 4,376 ( 3 ) A $ 21.14 140,974 I ( 1 ) ( 2 ) By Anchorage Illiquid Opportunities Offshore Master II, L.P. Common Stock, $0.01 par value per share 06/26/2015 X 4,254 ( 3 ) A $ 21.14 759,845 I ( 1 ) ( 2 ) By GRF Master Fund II, L.P. Common Stock, $0.01 par value per share 06/26/2015 S( 4 ) 13,942 ( 3 ) D $ 26.19 413,125 I ( 1 ) ( 2 ) By Anchorage Illiquid Opportunities Offshore Master, L.P. Common Stock, $0.01 par value per share 06/26/2015 S( 4 ) 3,533 ( 3 ) D $ 26.19 137,441 I ( 1 ) ( 2 ) By Anchorage Illiquid Opportunities Offshore Master II, L.P. Common Stock, $0.01 par value per share 06/26/2015 S( 4 ) 3,434 ( 3 ) D $ 26.19 756,411 I ( 1 ) ( 2 ) By GRF Master Fund II, L.P. Common Stock, $0.01 par value per share 06/26/2015 S 413,125 ( 3 ) D $ 25.66 0 I ( 1 ) ( 2 ) By Anchorage Illiquid Opportunities Offshore Master, L.P. Common Stock, $0.01 par value per share 06/26/2015 S 137,441 ( 3 ) D $ 25.66 0 I ( 1 ) ( 2 ) By Anchorage Illiquid Opportunities Offshore Master II, L.P. Common Stock, $0.01 par value per share 06/26/2015 S 756,411 ( 3 ) D $ 25.66 0 I ( 1 ) ( 2 ) By GRF Master Fund II, L.P. Common Stock, $0.01 par value per share 19,330,830 ( 5 ) I ( 1 ) ( 2 ) By Anchorage Capital Master Offshore, Ltd. Common Stock, $0.01 par value per share 622,320 ( 5 ) I ( 1 ) ( 2 ) By Anchorage Illiquid Opportunities Offshore Master III, L.P. Common Stock, $0.01 par value per share 134,740 ( 5 ) I ( 1 ) ( 2 ) By PCI Fund LLC

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Common Stock Warrants (right to buy) $ 21.14 06/26/2015 X 8,636 ( 3 ) 06/22/2012 06/22/2019 Common Stock, $0.01 par value per share 17,272 ( 6 ) $ 0 0 I ( 1 ) ( 2 ) By Anchorage Illiquid Opportunities Offshore Master, L.P. Common Stock Warrants (right to buy) $ 21.14 06/26/2015 X 2,188 ( 3 ) 06/22/2012 06/22/2019 Common Stock, $0.01 par value per share 4,376 ( 6 ) $ 0 0 I ( 1 ) ( 2 ) By Anchorage Illiquid Opportunities Offshore Master II, L.P. Common Stock Warrants (right to buy) $ 21.14 06/26/2015 X 2,127 ( 3 ) 06/22/2012 06/22/2019 Common Stock, $0.01 par value per share 4,254 ( 6 ) $ 0 0 I ( 1 ) ( 2 ) By GRF Master Fund II, L.P. Common Stock Warrants (right to buy) $ 21.14 06/22/2012 06/22/2019 Common Stock, par value $0.001 per share 414,392 ( 6 ) 207,696 ( 5 ) I ( 1 ) ( 2 ) By Anchorage Capital Master Offshore, Ltd. Common Stock Warrants (right to buy) $ 21.14 06/22/2012 06/22/2019 Common Stock, par value $0.001 per share 8,212 ( 6 ) 4,106 ( 5 ) I ( 1 ) ( 2 ) By Anchorage Illiquid Opportunities Offshore Master III, L.P.

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Anchorage Capital Group, L.L.C. 610 BROADWAY 6TH FLOOR NEW YORK, NY10012 X Anchorage Advisors Management, LLC 610 BROADWAY 6TH FLOOR NEW YORK, NY10012 X X Davis Anthony Lynn 610 BROADWAY 6TH FLOOR NEW YORK, NY10012 X X Ulrich Kevin Michael 610 BROADWAY 6TH FLOOR NEW YORK, NY10012 X X Anchorage Capital Master Offshore, Ltd 610 BROADWAY 6TH FLOOR NEW YORK, NY10012 X X Signatures Anchorage Advisors Management, L.L.C., By: /s/ Kevin M. Ulrich, Senior Managing Member 06/30/2015 Signature of Reporting Person Date Anchorage Capital Group, L.L.C., By: /s/ Kevin M. Ulrich, Chief Executive Officer 06/30/2015 Signature of Reporting Person Date /s/ Anthony L. Davis 06/30/2015 Signature of Reporting Person Date /s/ Kevin M. Ulrich 06/30/2015 Signature of Reporting Person Date Anchorage Capital Master Offshore, Ltd By: /s/ Natalie Birrell, Director 06/30/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Anchorage Advisors Management, L.L.C. is the sole managing member of Anchorage Capital Group, L.L.C., the investment advisor to each of Anchorage Capital Master Offshore, Ltd., Anchorage Illiquid Opportunities Offshore Master, L.P., Anchorage Illiquid Opportunities Offshore Master II, L.P., Anchorage Illiquid Opportunities Offshore Master III, L.P., GRF Master Fund II, L.P., and PCI Fund LLC. Mr. Davis is the President of Anchorage Capital Group, L.L.C. and a managing member of Anchorage Advisors Management, L.L.C. Mr. Ulrich is the Chief Executive Officer of Anchorage Capital Group, L.L.C. and the other managing member of Anchorage Advisors Management, L.L.C. ( 2 )Each reporting person disclaims beneficial ownership of the reported securities except to the extent, if any, of its or his pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is the beneficial owner of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. ( 3 )Each of Anchorage Illiquid Opportunities Offshore Master, L.P., Anchorage Illiquid Opportunities Offshore Master II, L.P. and GRF Master Fund II, L.P. is in the process of selling or otherwise resolving investments in preparation for the formal liquidation of such investment funds pursuant to their governing documents and the transactions reported herein were effected in connection with such processes. ( 4 )These shares were used to pay the exercise price for the warrant exercises on June 26, 2015 on a cashless basis, with fractional shares paid out in cash. ( 5 )There were no reportable transactions in the shares or warrants held for the accounts of each of Anchorage Capital Master Offshore, Ltd., Anchorage Illiquid Opportunities Offshore Master III, L.P., and PCI Fund LLC. ( 6 )Each one (1) warrant entitles the holder to purchase two (2) shares of common stock.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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