Matthew M. Fields - Apr 7, 2022 Form 4 Insider Report for Houghton Mifflin Harcourt Co (HMHC)

Role
EVP, GM, Suppl Curriculum
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, 06:02 PM
Previous filing
Mar 11, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction HMHC Common Stock Disposed to Issuer -70.8K -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 Stock Option (right to buy) Disposed to Issuer -194K -100% 0 Apr 7, 2022 Common Stock 194K $9.60 Direct F2
transaction HMHC Restricted Stock Unit Disposed to Issuer -41.2K -100% 0 Apr 7, 2022 Common Stock 41.2K Direct F3, F4
transaction HMHC Performance-Based Restricted Stock Unit Award -100K -100% 0 Apr 7, 2022 Common Stock 100K Direct F5, F6
transaction HMHC Performance-Based Restricted Stock Unit Disposed to Issuer -100K -100% 0 Apr 7, 2022 Common Stock 100K Direct F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Matthew M. Fields 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 Pursuant to the terms of the Merger Agreement, immediately prior to the Acceptance Time (as defined in the Merger Agreement), each then-outstanding and unexercised stock option vested in full and was cancelled, and the Reporting Person became entitled to receive, in respect of each share of the Company's common stock subject to such stock option, an amount (subject to any applicable withholding tax) in cash equal to $21.00 minus the exercise price per share subject to such stock option.
F3 Each restricted stock unit ("RSU") represented the economic equivalent of one share of the Company's common stock.
F4 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 (subject to any applicable withholding tax) in cash equal to $21.00.
F5 Each performance-based restricted stock unit ("PSU") represented the economic equivalent of one share of the Company's common stock. The PSUs were eligible to vest based on the achievement, during the applicable performance period, of applicable performance metrics, including cumulative billings and relative total shareholder return.
F6 Pursuant to the terms of the Merger Agreement, immediately prior to the Acceptance Time (as defined in the Merger Agreement), each PSU that was outstanding and unvested vested in full (based on target performance) and was cancelled, and the Reporting Person became entitled to receive, in respect of each share of common stock subject to such PSU, an amount (subject to any applicable withholding tax) in cash equal to $21.00.

Remarks:

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