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Filing Details

Accession Number:: 0000950142-16-003144
Form Type:: 5
Zero Holdings:: No
Publication Time:: 2016-02-16 21:44:23
Reporting Period:: 2015-12-31

Filing Date:: 2016-02-16
Accepted Time:: 2016-02-16 21:44:23
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	Insider Title	Director	Officer	Large Shareholder	Other
1253483	Michael Dolan	C/O Houghton Mifflin Harcourt Co. 222 Berkeley Street Boston MA 02116	See Remarks.	No	Yes	No	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
Common Stock	Acquisiton	2014-05-13	10,000	$12.50	10,000	No	4	M	Direct
Common Stock	Disposition	2014-05-13	10,000	$18.45	0	No	4	S	Direct
Common Stock	Acquisiton	2014-07-25	6,500	$13.48	6,500	No	4	M	Direct
Common Stock	Disposition	2014-07-25	6,500	$17.32	0	No	4	S	Direct
Common Stock	Acquisiton	2015-01-31	693	$0.00	693	No	4	M	Direct
Common Stock	Disposition	2015-01-31	262	$19.68	431	No	4	F	Direct
Common Stock	Acquisiton	2015-02-04	10,000	$12.50	10,431	No	4	M	Direct
Common Stock	Disposition	2015-02-04	10,000	$20.35	431	No	4	S	Direct
Common Stock	Acquisiton	2015-07-27	6,500	$13.48	6,931	No	4	M	Direct
Common Stock	Disposition	2015-07-27	6,500	$26.40	431	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	S	Direct
No	4	M	Direct
No	4	S	Direct
No	4	M	Direct
No	4	F	Direct
No	4	M	Direct
No	4	S	Direct
No	4	M	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Restricted Stock Units	Acquisiton	2014-01-31	2,080	$0.00	2,080	$0.00
Common Stock	Employee Stock Option (Right to Buy)	Disposition	2014-05-13	10,000	$0.00	10,000	$12.50
Common Stock	Employee Stock Option (Right to Buy)	Disposition	2014-07-25	6,500	$0.00	6,500	$13.48
Common Stock	Restricted Stock Units	Disposition	2015-01-31	693	$0.00	693	$0.00
Common Stock	Employee Stock Option (Right to Buy)	Disposition	2015-02-04	10,000	$0.00	10,000	$12.50
Common Stock	Restricted Stock Units	Acquisiton	2015-03-03	3,980	$0.00	3,980	$0.00
Common Stock	Employee Stock Option (Right to Buy)	Disposition	2015-07-27	6,500	$0.00	6,500	$13.48

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
2,080		No	4	A	Direct
30,000	2020-01-30	No	4	M	Direct
19,500	2020-07-25	No	4	M	Direct
1,387		No	4	M	Direct
20,000	2020-01-30	No	4	M	Direct
3,980		No	4	A	Direct
13,000	2020-07-25	No	4	M	Direct

Footnotes

These shares were sold pursuant to a Rule 10b5-1 trading plan.
The sale price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $18.45 to $18.47. Upon request of the staff of the Securities and Exchange Commission, Houghton Mifflin Harcourt Company (the "Company") or a security holder of the Company, the reporting person will provide full information regarding the number of shares sold at each separate price.
The sale price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $17.28 to $17.39. Upon request of the staff of the Securities and Exchange Commission, the Company or a security holder of the Company, the reporting person will provide full information regarding the number of shares sold at each separate price.
693 restricted stock units held by the reporting person vested on January 31, 2015 and were settled in exchange for a like amount of shares of the Company's common stock, subject to the Company's withholding of 262 shares of common stock to satisfy withholding obligations in connection with federal, state, local or other taxes required to be withheld or paid in connection with the settlement of the restricted stock units.
The sale price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $20.00 to $20.46. Upon request of the staff of the Securities and Exchange Commission, the Company or a security holder of the Company, the reporting person will provide full information regarding the number of shares sold at each separate price.
The sale price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $26.195 to $26.58. Upon request of the staff of the Securities and Exchange Commission, the Company or a security holder of the Company, the reporting person will provide full information regarding the number of shares sold at each separate price.
This grant of 2,080 restricted stock units occurred on January 31, 2014, with a vesting schedule of three equal installments (one on each of the first three anniversaries of the grant date), subject to continued employment with the Company. Each restricted stock unit represents a contingent right to receive one share of common stock upon vesting.
This grant of 40,000 stock options occurred on January 30, 2013, with a vesting schedule of four equal installments (one on each of the first four anniversaries of the grant date), subject to continued employment with the Company.
This grant of 26,000 stock options occurred on July 25, 2013, with a vesting schedule of four equal installments (one on each of the first four anniversaries of the grant date), subject to continued employment with the Company.
This grant of 3,980 restricted stock units occurred on March 3, 2015, with a vesting schedule of three equal installments (one on each of the first three anniversaries of the grant date), subject to continued employment with the Company. Each restricted stock unit represents a contingent right to receive one share of common stock upon vesting.