Sec Form 4 Filing - CROVITZ L GORDON @ Houghton Mifflin Harcourt Co - 2020-05-31

Insider filing report for Changes in Beneficial Ownership
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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
CROVITZ L GORDON
2. Issuer Name and Ticker or Trading Symbol
Houghton Mifflin Harcourt Co [ HMHC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O HOUGHTON MIFFLIN HARCOURT CO., 125 HIGH STREET
3. Date of Earliest Transaction (MM/DD/YY)
05/31/2020
(Street)
BOSTON, MA02110
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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
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
Restricted Stock Units ( 1 ) 05/31/2020 A 55,556 ( 2 ) ( 2 ) Common Stock 55,556 $ 0 55,556 D
Restricted Stock Units ( 1 ) 05/31/2020 M 15,071 ( 3 ) ( 3 ) Common Stock 15,071 $ 0 0 D
Phantom Stock ( 1 ) 05/31/2020 A 15,071 ( 3 ) ( 3 ) Common Stock 15,071 $ 0 15,071 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CROVITZ L GORDON
C/O HOUGHTON MIFFLIN HARCOURT CO.
125 HIGH STREET
BOSTON, MA02110
X
Signatures
/s/ William F. Bayers, Attorney-in-Fact 06/02/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )This grant of restricted stock units will vest on May 31, 2021, 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, 2023 (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).
( 3 )Upon the vesting of the restricted stock units granted to the reporting person on May 31, 2019, the reporting person deferred the receipt of 15,071 shares of common stock and received instead 15,071 shares of phantom stock pursuant to the Company's Non-Employee Director Deferred Compensation Plan. The phantom stock becomes payable upon separation from service 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.

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