Edgar Filing: Houghton Mifflin Harcourt Co

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Anchorage Capital Group, L.L.C.

2. Issuer Name and Ticker or Trading Symbol
Houghton Mifflin Harcourt Co [HMHC]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

610 BROADWAY, 6TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
06/26/2015

(Street)

NEW YORK, NY 10012

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.01 par value per share	06/26/2015		X		17,272 ⁽³⁾	A	$ 21.14	427,067	I ⁽¹⁾ ⁽²⁾	By Anchorage Illiquid Opportunities Offshore Master, L.P.
Common Stock, $0.01 par value per share	06/26/2015		X		4,376 ⁽³⁾	A	$ 21.14	140,974	I ⁽¹⁾ ⁽²⁾	By Anchorage Illiquid Opportunities Offshore Master II, L.P.
Common Stock, $0.01 par value per share	06/26/2015		X		4,254 ⁽³⁾	A	$ 21.14	759,845	I ⁽¹⁾ ⁽²⁾	By GRF Master Fund II, L.P.
Common Stock, $0.01 par value per share	06/26/2015		S⁽⁴⁾		13,942 ⁽³⁾	D	$ 26.19	413,125	I ⁽¹⁾ ⁽²⁾	By Anchorage Illiquid Opportunities Offshore Master, L.P.
Common Stock, $0.01 par value per share	06/26/2015		S⁽⁴⁾		3,533 ⁽³⁾	D	$ 26.19	137,441	I ⁽¹⁾ ⁽²⁾	By Anchorage Illiquid Opportunities Offshore Master II, L.P.
Common Stock, $0.01 par value per share	06/26/2015		S⁽⁴⁾		3,434 ⁽³⁾	D	$ 26.19	756,411	I ⁽¹⁾ ⁽²⁾	By GRF Master Fund II, L.P.
Common Stock, $0.01 par value per share	06/26/2015		S		413,125 ⁽³⁾	D	$ 25.66	0	I ⁽¹⁾ ⁽²⁾	By Anchorage Illiquid Opportunities Offshore Master, L.P.
Common Stock, $0.01 par value per share	06/26/2015		S		137,441 ⁽³⁾	D	$ 25.66	0	I ⁽¹⁾ ⁽²⁾	By Anchorage Illiquid Opportunities Offshore Master II, L.P.
Common Stock, $0.01 par value per share	06/26/2015		S		756,411 ⁽³⁾	D	$ 25.66	0	I ⁽¹⁾ ⁽²⁾	By GRF Master Fund II, L.P.
Common Stock, $0.01 par value per share								19,330,830 ⁽⁵⁾	I ⁽¹⁾ ⁽²⁾	By Anchorage Capital Master Offshore, Ltd.
Common Stock, $0.01 par value per share								622,320 ⁽⁵⁾	I ⁽¹⁾ ⁽²⁾	By Anchorage Illiquid Opportunities Offshore Master III, L.P.
Common Stock, $0.01 par value per share								134,740 ⁽⁵⁾	I ⁽¹⁾ ⁽²⁾	By PCI Fund LLC

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Common Stock Warrants (right to buy)

$ 21.14

06/26/2015

8,636 ⁽³⁾

06/22/2012

06/22/2019

Common Stock, $0.01 par value per share

17,272 ⁽⁶⁾

$ 0

I ⁽¹⁾ ⁽²⁾

By Anchorage Illiquid Opportunities Offshore Master, L.P.

Common Stock Warrants (right to buy)

$ 21.14

06/26/2015

2,188 ⁽³⁾

06/22/2012

06/22/2019

Common Stock, $0.01 par value per share

4,376 ⁽⁶⁾

$ 0

I ⁽¹⁾ ⁽²⁾

By Anchorage Illiquid Opportunities Offshore Master II, L.P.

Common Stock Warrants (right to buy)

$ 21.14

06/26/2015

2,127 ⁽³⁾

06/22/2012

06/22/2019

Common Stock, $0.01 par value per share

4,254 ⁽⁶⁾

$ 0

I ⁽¹⁾ ⁽²⁾

By GRF Master Fund II, L.P.

Common Stock Warrants (right to buy)

$ 21.14

06/22/2012

06/22/2019

Common Stock, par value $0.001 per share

414,392 ⁽⁶⁾

207,696 ⁽⁵⁾

I ⁽¹⁾ ⁽²⁾

By Anchorage Capital Master Offshore, Ltd.

Common Stock Warrants (right to buy)

$ 21.14

06/22/2012

06/22/2019

Common Stock, par value $0.001 per share

8,212 ⁽⁶⁾

4,106 ⁽⁵⁾

I ⁽¹⁾ ⁽²⁾

By Anchorage Illiquid Opportunities Offshore Master III, L.P.

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Anchorage Capital Group, L.L.C. 610 BROADWAY 6TH FLOOR NEW YORK, NY 10012		X
Anchorage Advisors Management, LLC 610 BROADWAY 6TH FLOOR NEW YORK, NY 10012	X	X
Davis Anthony Lynn 610 BROADWAY 6TH FLOOR NEW YORK, NY 10012	X	X
Ulrich Kevin Michael 610 BROADWAY 6TH FLOOR NEW YORK, NY 10012	X	X
Anchorage Capital Master Offshore, Ltd 610 BROADWAY 6TH FLOOR NEW YORK, NY 10012	X	X

Signatures

Anchorage Advisors Management, L.L.C., By: /s/ Kevin M. Ulrich, Senior Managing Member		06/30/2015
^**Signature of Reporting Person		Date
Anchorage Capital Group, L.L.C., By: /s/ Kevin M. Ulrich, Chief Executive Officer		06/30/2015
^**Signature of Reporting Person		Date
/s/ Anthony L. Davis		06/30/2015
^**Signature of Reporting Person		Date
/s/ Kevin M. Ulrich		06/30/2015
^**Signature of Reporting Person		Date
Anchorage Capital Master Offshore, Ltd By: /s/ Natalie Birrell, Director		06/30/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Anchorage Advisors Management, L.L.C. is the sole managing member of Anchorage Capital Group, L.L.C., the investment advisor to each of Anchorage Capital Master Offshore, Ltd., Anchorage Illiquid Opportunities Offshore Master, L.P., Anchorage Illiquid Opportunities Offshore Master II, L.P., Anchorage Illiquid Opportunities Offshore Master III, L.P., GRF Master Fund II, L.P., and PCI Fund LLC. Mr. Davis is the President of Anchorage Capital Group, L.L.C. and a managing member of Anchorage Advisors Management, L.L.C. Mr. Ulrich is the Chief Executive Officer of Anchorage Capital Group, L.L.C. and the other managing member of Anchorage Advisors Management, L.L.C.
(2)	Each reporting person disclaims beneficial ownership of the reported securities except to the extent, if any, of its or his pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is the beneficial owner of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
(3)	Each of Anchorage Illiquid Opportunities Offshore Master, L.P., Anchorage Illiquid Opportunities Offshore Master II, L.P. and GRF Master Fund II, L.P. is in the process of selling or otherwise resolving investments in preparation for the formal liquidation of such investment funds pursuant to their governing documents and the transactions reported herein were effected in connection with such processes.
(4)	These shares were used to pay the exercise price for the warrant exercises on June 26, 2015 on a cashless basis, with fractional shares paid out in cash.
(5)	There were no reportable transactions in the shares or warrants held for the accounts of each of Anchorage Capital Master Offshore, Ltd., Anchorage Illiquid Opportunities Offshore Master III, L.P., and PCI Fund LLC.
(6)	Each one (1) warrant entitles the holder to purchase two (2) shares of common stock.

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