0001209191-22-024028.txt : 20220411 0001209191-22-024028.hdr.sgml : 20220411 20220411180702 ACCESSION NUMBER: 0001209191-22-024028 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220407 FILED AS OF DATE: 20220411 DATE AS OF CHANGE: 20220411 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MCKERNAN JOHN R JR CENTRAL INDEX KEY: 0001129822 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36166 FILM NUMBER: 22820704 MAIL ADDRESS: STREET 1: 300 SIXTH AVE STREET 2: 8TH FLOOR CITY: PITTSBURGH STATE: PA ZIP: 75222 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Houghton Mifflin Harcourt Co CENTRAL INDEX KEY: 0001580156 STANDARD INDUSTRIAL CLASSIFICATION: BOOKS: PUBLISHING OR PUBLISHING AND PRINTING [2731] IRS NUMBER: 271566372 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 125 HIGH STREET CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617-351-5000 MAIL ADDRESS: STREET 1: 125 HIGH STREET CITY: BOSTON STATE: MA ZIP: 02110 FORMER COMPANY: FORMER CONFORMED NAME: HMH Holdings (Delaware), Inc. DATE OF NAME CHANGE: 20130626 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-04-07 1 0001580156 Houghton Mifflin Harcourt Co HMHC 0001129822 MCKERNAN JOHN R JR C/O HOUGHTON MIFFLIN HARCOURT CO. 125 HIGH STREET BOSTON MA 02110 1 0 0 0 Common Stock 2022-04-07 4 D 0 30429 D 0 D Restricted Stock Unit 2022-04-07 4 D 0 11066 D Common Stock 11066 0 D Phantom Stock 2022-04-07 4 D 0 94952 D Common Stock 94952 0 D 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. Each restricted stock unit ("RSU") represented the economic equivalent of one share of the Company's common stock. 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. Each share of phantom stock represents a contingent right to receive one share of the Company's common stock. 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. William F. Bayers is the Executive Vice President, Secretary and General Counsel of the Company. s/ William F. Bayers, Attorney-in-Fact 2022-04-11