L. Gordon Crovitz - 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, 06:01 PM
Previous filing
Aug 6, 2021
Next filing
Jun 10, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction HMHC Common Stock Disposed to Issuer -81.6K -100% 0 Apr 7, 2022 Direct F1

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 -11.1K -100% 0 Apr 7, 2022 Common Stock 11.1K Direct F2, F3
transaction HMHC Phantom Stock Disposed to Issuer -70.6K -100% 0 Apr 7, 2022 Common Stock 70.6K Direct F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

L. Gordon Crovitz is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 In connection with that certain Agreement and Plan of Merger by and among Houghton Mifflin Harcourt Company (the "Company"), Harbor Purchaser Inc., and Harbor Holding Corp., dated as of February 21, 2022 (the "Merger Agreement") and the related tender offer, the Reporting Person became entitled to receive, in respect of each share of the Company's common stock, an amount in cash equal to $21.00.
F2 Each restricted stock unit ("RSU") represented the economic equivalent of one share of the Company's common stock.
F3 Pursuant to the terms of 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.
F4 Each share of phantom stock represents a contingent right to receive one share of the Company's common stock.
F5 Pursuant to the terms of the Company's Non-Employee Director Deferred Compensation Plan (the "Deferred Compensation Plan"), the phantom stock is to be distributed following the occurrence of a Change in Control (as defined in the Deferred Compensation Plan), which includes the transaction contemplated by the Merger Agreement. The Reporting Person became entitled to receive, in respect of each share of common stock subject to such phantom stock, an amount in cash equal to $21.00.

Remarks:

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