DOLAN MICHAEL 4
4 · Houghton Mifflin Harcourt Co · Filed Apr 11, 2022
Insider Transaction Report
Form 4
DOLAN MICHAEL
See remarks.
Transactions
- Disposition to Issuer
Restricted Stock Unit
2022-04-07−33,374→ 0 total→ Common Stock (33,374 underlying) - Disposition to Issuer
Common Stock
2022-04-07−28,041→ 0 total
Footnotes (3)
- [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.