0000950142-16-004074.txt : 20160708 0000950142-16-004074.hdr.sgml : 20160708 20160708165321 ACCESSION NUMBER: 0000950142-16-004074 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160629 FILED AS OF DATE: 20160708 DATE AS OF CHANGE: 20160708 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: 222 BERKELEY STREET CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-351-5000 MAIL ADDRESS: STREET 1: 222 BERKELEY STREET CITY: BOSTON STATE: MA ZIP: 02116 FORMER COMPANY: FORMER CONFORMED NAME: HMH Holdings (Delaware), Inc. DATE OF NAME CHANGE: 20130626 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Napack Brian A. CENTRAL INDEX KEY: 0001561631 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36166 FILM NUMBER: 161759913 MAIL ADDRESS: STREET 1: C/O EDUCATION MANAGEMENT CORPORATION STREET 2: 210 SIXTH AVENUE, 33RD FLOOR CITY: PITTSBURGH STATE: PA ZIP: 15222 3 1 es1600790_3-napack.xml OWNERSHIP DOCUMENT X0206 3 2016-06-29 0 0001580156 Houghton Mifflin Harcourt Co HMHC 0001561631 Napack Brian A. C/O HOUGHTON MIFFLIN HARCOURT CO., 222 BERKELEY STREET BOSTON MA 02116 1 0 0 0 No securities are beneficially owned 0 D Exhibit 24.1: Power of Attorney /s/ Brian A. Napack 2016-07-08 EX-24.1 2 es1600790_ex2401.htm EXHIBIT 24.1
EXHIBIT 24.1
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and appoints each of the following officers of Houghton Mifflin Harcourt Company, a Delaware corporation (the “Company”):
(i) General Counsel,
(ii) Chief Financial Officer,
(iii) Chief Executive Officer,
(iv) Senior Legal Counsel, and
(v) Controller
signing singly, and with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of the Company, Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such forms or amendments with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the foregoing, which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the earliest to occur of: (a) the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company or (b) revocation by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. This Power of Attorney revokes all other powers of attorney that the undersigned has previously granted concerning the matters described herein.
[Signature page to follow.]
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this      8th     day of       July     , 2016.

 
 /s/ Brian A. Napack
  
 
By: Brian A. Napack
  

 
 
 
[Signature Page to Power of Attorney re: Forms 3, 4 & 5]