4//SEC Filing
ONeill James P. 4
Accession 0001209191-22-024034
CIK 0001580156other
Filed
Apr 10, 8:00 PM ET
Accepted
Apr 11, 6:05 PM ET
Size
15.9 KB
Accession
0001209191-22-024034
Insider Transaction Report
Form 4
ONeill James P.
See remarks
Transactions
- Disposition to Issuer
Stock Option (right to buy)
2022-04-07−306,782→ 0 totalExercise: $9.60Exp: 2024-11-07→ Common Stock (306,782 underlying) - Disposition to Issuer
Common Stock
2022-04-07−132,921→ 0 total - Disposition to Issuer
Restricted Stock Unit
2022-04-07−71,268→ 0 total→ Common Stock (71,268 underlying) - Disposition to Issuer
Performance-Based Restricted Stock Unit
2022-04-07−177,519→ 0 total→ Common Stock (177,519 underlying) - Award
Performance-Based Restricted Stock Unit
2022-04-07−177,519→ 0 total→ Common Stock (177,519 underlying)
Footnotes (6)
- [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]Pursuant to the terms of the Merger Agreement, immediately prior to the Acceptance Time (as defined in the Merger Agreement), each then-outstanding and unexercised stock option vested in full and was cancelled, and the Reporting Person became entitled to receive, in respect of each share of the Company's common stock subject to such stock option, an amount (subject to any applicable withholding tax) in cash equal to $21.00 minus the exercise price per share subject to such stock option.
- [F3]Each restricted stock unit ("RSU") represented the economic equivalent of one share of the Company's common stock.
- [F4]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.
- [F5]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.
- [F6]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 0001718775
Filing Metadata
- Form type
- 4
- Filed
- Apr 10, 8:00 PM ET
- Accepted
- Apr 11, 6:05 PM ET
- Size
- 15.9 KB