Jean-Claude Brizard - Apr 7, 2022 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
Apr 7, 2022
Transactions value $
$0
Form type
4
Date filed
4/11/2022, 06:00 PM
Previous filing
Jun 2, 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 Unit Disposed to Issuer -12.9K -100% 0 Apr 7, 2022 Common Stock 12.9K Direct F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Jean-Claude Brizard is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Each restricted stock unit ("RSU") represented the economic equivalent of one share of Houghton Mifflin Harcourt Company's (the "Company") common stock.
F2 Pursuant to the terms of that certain Agreement and Plan of Merger by and among the Company, Harbor Purchaser Inc., and Harbor Holding Corp., dated as of February 21, 2022 (the "Merger Agreement"), immediately prior to the Acceptance Time (as defined in the Merger Agreement), each RSU that was outstanding and unvested vested in full and was cancelled, and the Reporting Person became entitled to receive, in respect of each share of common stock subject to such RSU, an amount in cash equal to $21.00.

Remarks:

William F. Bayers is the Executive Vice President, Secretary and General Counsel of the Company.