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Filing Details

Accession Number:: 0001181431-13-059650
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-11-19 16:40:12
Reporting Period:: 2013-11-19

Filing Date:: 2013-11-19
Accepted Time:: 2013-11-19 16:40:12
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1580156	Houghton Mifflin Harcourt Co	HMHC	Books: Publishing Or Publishing & Printing (2731)	271566372

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1259927	Marc Lasry	C/O Avenue Capital Management Ii, L.p. 399 Park Avenue, 6Th Floor New York NY 10022	No	No	Yes	No
1317338	Avenue Capital Management Ii, L.p.	399 Park Avenue 6Th Floor New York NY 10022	No	No	Yes	No
1389850	Avenue Capital Management Ii Genpar, Llc	C/O Avenue Capital Management Ii, L.p. 399 Park Avenue, 6Th Floor New York NY 10022	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, $0.01 Par Value	Disposition	2013-11-19	8,359	$12.00	47,371	No	4	S	Indirect	See Footnote
Common Stock, $0.01 Par Value	Disposition	2013-11-19	497,735	$12.00	2,820,503	No	4	S	Indirect	See Footnote
Common Stock, $0.01 Par Value	Disposition	2013-11-19	166,666	$12.00	944,446	No	4	S	Indirect	See Footnote
Common Stock, $0.01 Par Value	Disposition	2013-11-19	136,693	$12.00	774,595	No	4	S	Indirect	See Footnote
Common Stock, $0.01 Par Value	Disposition	2013-11-19	478,764	$12.00	2,712,998	No	4	S	Indirect	See Footnote
Common Stock, $0.01 Par Value	Disposition	2013-11-19	723,991	$12.00	4,102,617	No	4	S	Indirect	See Footnote
Common Stock, $0.01 Par Value	Disposition	2013-11-19	20,641	$12.00	116,967	No	4	S	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See Footnote
No	4	S	Indirect	See Footnote
No	4	S	Indirect	See Footnote
No	4	S	Indirect	See Footnote
No	4	S	Indirect	See Footnote
No	4	S	Indirect	See Footnote
No	4	S	Indirect	See Footnote

Footnotes

The filing of this Form 4 shall not be construed as an admission that Avenue Capital Management II, L.P. ("Avenue Capital Management"), Avenue Capital Management II GenPar, LLC ("Avenue Capital Management GenPar") or Marc Lasry (collectively, the "Controlling Persons") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owner of any of the Common Stock of the Issuer directly held by Avenue-CDP Global Opportunities Fund, L.P. ("Avenue-CDP"), Avenue International Master, L.P.(Continued in footnote 2)
("Avenue International Master"), Avenue Investments, L.P. ("Avenue Investments"), Avenue Special Opportunities Fund I, L.P. ("Avenue Special Opportunities"), Avenue Special Situations Fund V, L.P. ("Avenue Fund V"), Avenue Special Situations Fund VI (Master), L.P. ("Avenue Fund VI Master") and Managed Accounts Master Fund Services - MAP10 ("MAP10", and together with Avenue-CDP, Avenue International Master, Avenue Investments, Avenue Special Opportunities, Avenue Fund V and Avenue Fund VI Master, collectively the "Funds").
As Avenue Capital Management only receives an asset-based fee, neither Avenue Capital Management nor Avenue Capital Management GenPar have a pecuniary interest in the shares of common stock, $0.01 par value per share (the "Common Stock"), of Houghton Mifflin Harcourt Company (the "Issuer") held by the Funds. Pursuant to Rule 16a-1, the Controlling Persons disclaim such beneficial ownership except to the extent of their pecuniary interest therein.
The net proceeds received by the Funds, and, consequently, the indirect profit received by Mr. Lasry, may be affected by certain transaction expenses, including fees of counsel.
After giving effect to the transactions reported herein, Avenue-CDP holds directly 47,731 shares of Common Stock of the Issuer. Mr. Lasry has an indirect pecuniary interest in such shares due to his ownership of entities that receive a portion of the profits allocation related to Avenue-CDP.
After giving effect to the transactions reported herein, Avenue International Master holds directly 2,820,503 shares of Common Stock of the Issuer. Mr. Lasry has an indirect pecuniary interest in such shares due to his ownership of entities that receive a portion of the profits allocation related to Avenue International Master.
After giving effect to the transactions reported herein, Avenue Investments holds directly 944,446 shares of Common Stock of the Issuer. Mr. Lasry has an indirect pecuniary interest in such shares due to his ownership of entities that receive a portion of the profits allocation related to Avenue Investments.
After giving effect to the transactions reported herein, Avenue Special Opportunities holds directly 774,595 shares of Common Stock of the Issuer. Mr. Lasry has an indirect pecuniary interest in such shares due to his ownership of entities that receive a portion of the profits allocation related to Avenue Special Opportunities.
After giving effect to the transactions reported herein, Avenue Fund V holds directly 2,712,998 shares of Common Stock of the Issuer. Mr. Lasry has an indirect pecuniary interest in such shares due to his ownership of entities that receive a portion of the profits allocation related to Avenue Fund V.
After giving effect to the transactions reported herein, Avenue Fund VI Master holds directly 4,102,617 shares of Common Stock of the Issuer. Mr. Lasry has an indirect pecuniary interest in such shares due to his ownership of entities that receive a portion of the profits allocation related to Avenue Fund VI Master.
After giving effect to the transactions reported herein, MAP10 holds directly 116,967 shares of Common Stock of the Issuer. Mr. Lasry has an indirect pecuniary interest in such shares due to his ownership of entities that receive a portion of the profits allocation related to MAP10.