0001209191-22-024027.txt : 20220411
0001209191-22-024027.hdr.sgml : 20220411
20220411180504
ACCESSION NUMBER: 0001209191-22-024027
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: Greenthal Jill A
CENTRAL INDEX KEY: 0001353671
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36166
FILM NUMBER: 22820698
MAIL ADDRESS:
STREET 1: MARTHA STEWART LIVING OMNIMEDIA INC
STREET 2: 11 WEST 42ND STREET 25TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10036
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
0001353671
Greenthal Jill A
C/O HOUGHTON MIFFLIN HARCOURT CO.
125 HIGH STREET
BOSTON
MA
02110
1
0
0
0
Common Stock
2022-04-07
4
D
0
60053
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
55556
D
Common Stock
55556
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