4//SEC Filing
MCKERNAN JOHN R JR 4
Accession 0001209191-22-024028
CIK 0001580156other
Filed
Apr 10, 8:00 PM ET
Accepted
Apr 11, 6:07 PM ET
Size
10.7 KB
Accession
0001209191-22-024028
Insider Transaction Report
Form 4
MCKERNAN JOHN R JR
Director
Transactions
- Disposition to Issuer
Restricted Stock Unit
2022-04-07−11,066→ 0 total→ Common Stock (11,066 underlying) - Disposition to Issuer
Phantom Stock
2022-04-07−94,952→ 0 total→ Common Stock (94,952 underlying) - Disposition to Issuer
Common Stock
2022-04-07−30,429→ 0 total
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 in cash equal to $21.00.
- [F4]Each share of phantom stock represents a contingent right to receive one share of the Company's common stock.
- [F5]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.
Documents
Issuer
Houghton Mifflin Harcourt Co
CIK 0001580156
Entity typeother
Related Parties
1- filerCIK 0001129822
Filing Metadata
- Form type
- 4
- Filed
- Apr 10, 8:00 PM ET
- Accepted
- Apr 11, 6:07 PM ET
- Size
- 10.7 KB