SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Reyes Alejandro (Last) (First) (Middle) C/O HOUGHTON MIFFLIN HARCOURT CO., 125 HIGH STREET (Street) BOSTON MA 02110 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Houghton Mifflin Harcourt Co [ HMHC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) See remarks.
	3. Date of Earliest Transaction (Month/Day/Year) 02/27/2020
	4. If Amendment, Date of Original Filed (Month/Day/Year) 03/02/2020	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/27/2020		M		5,714	A	$0.00(1)	11,893	D
Common Stock	03/05/2020		M		5,161	A	$0.00(2)	17,054	D
Common Stock	03/05/2020		S		3,595	D	$4.65(3)	13,459	D
Common Stock	03/11/2020		S		3,210	D	$4.03(4)	10,249	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(5)	02/27/2020		M			5,714	(6)	(6)	Common Stock	5,714	$0.00	5,715	D
Restricted Stock Units	(5)	03/05/2020		M			5,161	(7)	(7)	Common Stock	5,161	$0.00	10,323	D

Explanation of Responses:

1. 5,714 restricted stock units held by Mr. Reyes vested on February 27, 2020 and were settled in exchange for a like amount of shares of Houghton Mifflin Harcourt Company?s (the ?Company?) common stock, subject to the Company?s sale of 3,595 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.

2. 5,161 restricted stock units held by Mr. Reyes vested on March 5, 2020 and were settled in exchange for a like amount of shares of the Company?s common stock, subject to the Company?s sale of 3,210 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.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.63 to $4.99, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3) and (4) to this Form 4.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.00 to $4.26, inclusive.

5. Each restricted stock unit represents a contingent right to receive one share of the Company?s common stock.

6. The remaining restricted stock unit shall vest on February 27, 2021, subject to continued employment with the Company.

7. The remaining restricted stock unit shall vest in two equal installments on March 5, 2021 and March 5, 2022, subject to continued employment with the company.

Remarks:

Senior Vice President, Chief People Officer. William F. Bayers is the Executive Vice President, Secretary and General Counsel of the Company. // Note: This form 4 amendment is being filed to correct certain errors with previous form 4's filed on March 2 and 5 with respect to the transaction dates, transaction codes, and sale prices of the transactions recorded in rows 3 and 4.

	/s/ William F. Bayers, Attorney-in-Fact	03/26/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.