John F. Killian - May 31, 2021 Form 4 Insider Report for Houghton Mifflin Harcourt Co (HMHC)

Role
Director
Signature
/s/ William F. Bayers, Attorney-in-Fact
Stock symbol
HMHC
Transactions as of
May 31, 2021
Transactions value $
$0
Form type
4
Date filed
6/2/2021, 05:10 PM
Previous filing
May 19, 2021
Next filing
Jun 21, 2021

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction HMHC Restricted Stock Units Award $0 +11.1K $0.00 11.1K May 31, 2021 Common Stock 11.1K Direct F1, F2
transaction HMHC Restricted Stock Units Options Exercise $0 -55.6K -100% $0.00* 0 May 31, 2021 Common Stock 55.6K Direct F1, F3
transaction HMHC Phantom Stock Award $0 +55.6K $0.00 55.6K May 31, 2021 Common Stock 55.6K Direct F1, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 This grant of restricted stock units will vest on May 31, 2022, 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 separation from service after the vesting date, as determined in accordance with the Company's Non-Employee Director Deferred Compensation Plan.
F3 Upon the vesting of the restricted stock units granted to the reporting person on May 31, 2020, the reporting person deferred the receipt of 55,556 shares of common stock and received instead 55,556 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.