Filing Details
- Accession Number:
- 0000897069-19-000139
- Form Type:
- 13G Filing
- Publication Date:
- 2019-02-14 13:23:51
- Filed By:
- Water Street Capital
- Company:
- Houghton Mifflin Harcourt Co (NASDAQ:HMHC)
- Filing Date:
- 2019-02-14
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| WS Management, LL | 8,586,297 | 0 | 8,586,297 | 0 | 8,586,297 | 6.95% |
Filing
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
(Amendment No. 1)
| HOUGHTON MIFFLIN HARCOURT COMPANY |
| (Name of Issuer) |
| Common Stock |
| (Title of Class of Securities) |
| 44157R109 |
| (CUSIP Number) |
| December 31, 2018 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following page(s))
Page 1 of 6 Pages
| CUSIP No. 44157R109 | Page 2 of Pages 6 |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON WS Management, LLLP 59-2844344 | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐
(b) ☐ | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Florida | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 8,586,297 | |
| 6 | SHARED VOTING POWER 0 | ||
| 7 | SOLE DISPOSITIVE POWER 8,586,297 | ||
| 8 | SHARED DISPOSITIVE POWER 0 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,586,297 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*£ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.95% | ||
| 12 | TYPE OF REPORTING PERSON* PN | ||
(Continued on following page(s))
Page 2 of 6
| CUSIP No. 44157R109 | Page 3 of Pages 6 |
Item 1(a). Name of Issuer:
HOUGHTON MIFFLIN HARCOURT COMPANY
Item 1(b). Address of Issuer’s Principal Executive
Offices:
125 High Street
Boston, MA 02110
Item 2(a). Name of Person Filing:
WS Management, LLLP
Item 2(b). Address of Principal Business Office or, if none, Residence:
4306 Pablo Oaks Court
Jacksonville, FL 32224
Item 2(c). Citizenship:
Florida
Item 2(d). Title of Class or Securities:
Common Stock
Item 2(e). CUSIP Number:
44157R109
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is
a: |
☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o)
☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c)
☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
☐ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).
☐ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(G)
☐ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G)
| CUSIP No. 44157R109 | Page 4 of Pages 6 |
☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a- 3);
☐ A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
☐ Group, in accordance with § 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
(a) Amount Beneficially Owned:
8,586,297 shares
(b) Percent of Class:
6.95%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
8,586,297
(ii) shared power to vote or to direct the vote:
0
(iii) sole power to dispose or to direct the disposition of:
8,586,297
(iv) shared power to dispose or to direct the disposition of:
0
| CUSIP No. 44157R109 | Page 5 of Pages 6 |
Item 5. Ownership of Five Percent or Less of
a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be
the beneficial owner of more than five percent of the class of securities, check the following:£
Item 6. Ownership of More than Five Percent
on Behalf of Another Person.
Inapplicable
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the
Parent Holding Company. |
Inapplicable
Item 8. Identification and Classification of
Members of the Group.
Inapplicable
Item 9. Notice of Dissolution of Group.
Inapplicable
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred
to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction
having that purpose or effect, other than activities solely in connection with a nomination under Section 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
February 14, 2019
Date
WS MANAGEMENT, LLLP
By: /s/ Gilchrist B. Berg
Gilchrist B. Berg
General Partner