Anchorage Capital Group, L.L.C. Form 4 Houghton Mifflin Harcourt / Capital Group, L.L.C. Anchorage ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Anchorage Capital Group, L.L.C.

(Last) (First) (Middle)

610 BROADWAY

6TH FLOOR

(Street)

NEW YORK NY 10012

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
03/07/2019

4. If Amendment, Date of 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

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.01 par value per share	03/07/2019		S		622,320(3)	D	$7.75	0	I(1)(2)	By Anchorage Illiquid Opportunities Offshore Master III, L.P.
Common Stock, $0.01 par value per share								19,330,830	I(1)(2)	By Anchorage Capital Master Offshore, Ltd.
Common Stock, $0.01 par value per share								134,740	I(1)(2)	By PCI Fund LLC

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Anchorage Capital Group, L.L.C.

(Last) (First) (Middle)

610 BROADWAY

6TH FLOOR

(Street)

NEW YORK NY 10012

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Anchorage Advisors Management, LLC

(Last) (First) (Middle)

610 BROADWAY

6TH FLOOR

(Street)

NEW YORK NY 10012

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Ulrich Kevin Michael

(Last) (First) (Middle)

610 BROADWAY

6TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Anchorage Capital Master Offshore, Ltd

(Last) (First) (Middle)

610 BROADWAY

6TH FLOOR

(Street)

NEW YORK NY 10012

(City) (State) (Zip)

Explanation of Responses:

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 III, L.P., and PCI Fund LLC. Mr. Ulrich is the Chief Executive Officer of Anchorage Capital Group, L.L.C. and the senior 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. Anchorage Illiquid Opportunities Offshore Master III, L.P. is in the process of selling or otherwise resolving investments in preparation for the formal liquidation pursuant to its governing documents and the transaction reported herein was effected in connection with such process.

	Anchorage Capital Group, L.L.C., By: /s/ Kevin M. Ulrich, Chief Executive Officer	03/08/2019
	Anchorage Advisors Management, L.L.C., By: /s/ Kevin M. Ulrich, Senior Managing Member	03/08/2019
	/s/ Kevin M. Ulrich	03/08/2019
	Anchorage Capital Master Offshore, Ltd., By: Anchorage Capital Group, L.L.C., its investment manager, By: /s/ Natalie Birrell, Chief Operating Officer	03/08/2019
	** Signature of Reporting Person	Date
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