4//SEC Filing
Evans Michael Edmund 4
Accession 0001209191-22-024026
CIK 0001580156other
Filed
Apr 10, 8:00 PM ET
Accepted
Apr 11, 6:04 PM ET
Size
13.2 KB
Accession
0001209191-22-024026
Insider Transaction Report
Form 4
Evans Michael Edmund
See remarks.
Transactions
- Disposition to Issuer
Common Stock
2022-04-07−75,486→ 0 total - Award
Performance-Based Restricted Stock Unit
2022-04-07−236,695→ 0 total→ Common Stock (236,695 underlying) - Disposition to Issuer
Performance-Based Restricted Stock Unit
2022-04-07−236,695→ 0 total→ Common Stock (236,695 underlying) - Disposition to Issuer
Restricted Stock Unit
2022-04-07−100,955→ 0 total→ Common Stock (100,955 underlying)
Footnotes (5)
- [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]Each restricted stock unit ("RSU") represented the economic equivalent of one share of the Company's common stock.
- [F3]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.
- [F4]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.
- [F5]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.
Documents
Issuer
Houghton Mifflin Harcourt Co
CIK 0001580156
Entity typeother
Related Parties
1- filerCIK 0001787748
Filing Metadata
- Form type
- 4
- Filed
- Apr 10, 8:00 PM ET
- Accepted
- Apr 11, 6:04 PM ET
- Size
- 13.2 KB