Edgar Filing: Houghton Mifflin Harcourt Co

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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 ^*

Â LASRY MARC

2. Date of Event Requiring Statement (Month/Day/Year)
11/13/2013

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

(Last)

(First)

(Middle)

C/O AVENUE CAPITAL MANAGEMENT II, L.P.,Â 399 PARK AVENUE, 6TH FLOOR

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

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

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

(Street)

NEW YORK,Â NYÂ 10022

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 Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.01 par value	55,730 ⁽¹⁾ ⁽²⁾	I	See Footnote ⁽³⁾
Common Stock, $0.01 par value	3,318,238 ⁽¹⁾ ⁽²⁾	I	See Footnote ⁽⁴⁾
Common Stock, $0.01 par value	1,111,112 ⁽¹⁾ ⁽²⁾	I	See Footnote ⁽⁵⁾
Common Stock, $0.01 par value	911,288 ⁽¹⁾ ⁽²⁾	I	See Footnote ⁽⁶⁾
Common Stock, $0.01 par value	3,191,762 ⁽¹⁾ ⁽²⁾	I	See Footnote ⁽⁷⁾
Common Stock, $0.01 par value	4,826,608 ⁽¹⁾ ⁽²⁾	I	See Footnote ⁽⁸⁾
Common Stock, $0.01 par value	137,608 ⁽¹⁾ ⁽²⁾	I	See Footnote ⁽⁹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrants	06/22/2012	06/22/2019	Common Stock, $0.01 par value	15,118 ⁽¹⁾ ⁽²⁾	$ 21.14	I	See Footnote ⁽¹⁰⁾
Warrants	06/22/2012	06/22/2019	Common Stock, $0.01 par value	92,326 ⁽¹⁾ ⁽²⁾	$ 21.14	I	See Footnote ⁽¹¹⁾
Warrants	06/22/2012	06/22/2019	Common Stock, $0.01 par value	693,016 ⁽¹⁾ ⁽²⁾	$ 21.14	I	See Footnote ⁽¹²⁾
Warrants	06/22/2012	06/22/2019	Common Stock, $0.01 par value	23,100 ⁽¹⁾ ⁽²⁾	$ 21.14	I	See Footnote ⁽¹³⁾
Warrants	06/22/2012	06/22/2019	Common Stock, $0.01 par value	113,914 ⁽¹⁾ ⁽²⁾	$ 21.14	I	See Footnote ⁽¹⁴⁾
Warrants	06/22/2012	06/22/2019	Common Stock, $0.01 par value	524 ⁽¹⁾ ⁽²⁾	$ 21.14	I	See Footnote ⁽¹⁵⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
LASRY MARC C/O AVENUE CAPITAL MANAGEMENT II, L.P. 399 PARK AVENUE, 6TH FLOOR NEW YORK,Â NYÂ 10022	Â	Â X	Â	Â
Avenue Capital Management II, L.P. 399 PARK AVENUE 6TH FLOOR NEW YORK,Â NYÂ 10022	Â	Â X	Â	Â
Avenue Capital Management II GenPar, LLC C/O AVENUE CAPITAL MANAGEMENT II, L.P. 399 PARK AVENUE, 6TH FLOOR NEW YORK,Â NYÂ 10022	Â	Â X	Â	Â

Signatures

Avenue Capital Management II, L.P. By: Avenue Capital Management II GenPar, L.L.C., its General Partner, By: /s/ Eric Ross, attorney-in-fact for Marc Lasry, Managing Member		11/13/2013
^**Signature of Reporting Person		Date
Avenue Capital Management II GenPar, L.L.C. By: /s/ Eric Ross, attorney-in-fact for Marc Lasry, Managing Member		11/13/2013
^**Signature of Reporting Person		Date
/s/ Eric Ross, attorney-in-fact for Marc Lasry		11/13/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	The filing of this Form 3 shall not be construed as an admission that Avenue Capital Management II, L.P. ("Avenue Capital Management"), Avenue Capital Management II GenPar, LLC ("Avenue Capital Management GenPar") or Marc Lasry (collectively, the "Controlling Persons") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owner of any of the Common Stock of the Issuer directly held by Avenue-CDP Global Opportunities Fund, L.P. ("Avenue-CDP"), Avenue International Master, L.P. ("Avenue International Master"), Avenue Investments, L.P. ("Avenue Investments"), Avenue Special Opportunities Fund I, L.P. ("Avenue Special Opportunities"), Avenue Special Situations Fund V, L.P. ("Avenue Fund V"), Avenue Special Situations Fund VI (Master), L.P. ("Avenue Fund VI Master") and Managed Accounts Master Fund Services - MAP10 ("MAP10"). (Continued in footnote 2)
(2)	Pursuant to Rule 16a-1, the Controlling Persons disclaim such beneficial ownership except to the extent of their pecuniary interest therein.
(3)	Avenue-CDP holds directly 55,730 shares of Common Stock of the Issuer. Mr. Lasry has an indirect pecuniary interest in such shares due to his ownership of entities that receive a portion of the profits allocation related to Avenue-CDP.
(4)	Avenue International Master holds directly 3,318,238 shares of Common Stock of the Issuer. Mr. Lasry has an indirect pecuniary interest in such shares due to his ownership of entities that receive a portion of the profits allocation related to Avenue International Master.
(5)	Avenue Investments holds directly 1,111,112 shares of Common Stock of the Issuer. Mr. Lasry has an indirect pecuniary interest in such shares due to his ownership of entities that receive a portion of the profits allocation related to Avenue Investments.
(6)	Avenue Special Opportunities holds directly 911,288 shares of Common Stock of the Issuer. Mr. Lasry has an indirect pecuniary interest in such shares due to his ownership of entities that receive a portion of the profits allocation related to Avenue Special Opportunities.
(7)	Avenue Fund V holds directly 3,191,762 shares of Common Stock of the Issuer. Mr. Lasry has an indirect pecuniary interest in such shares due to his ownership of entities that receive a portion of the profits allocation related to Avenue Fund V.
(8)	Avenue Fund VI Master holds directly 4,826,608 shares of Common Stock of the Issuer. Mr. Lasry has an indirect pecuniary interest in such shares due to his ownership of entities that receive a portion of the profits allocation related to Avenue Fund VI Master.
(9)	MAP10 holds directly 137,608 shares of Common Stock of the Issuer. Mr. Lasry has an indirect pecuniary interest in such shares due to his ownership of entities that receive a portion of the profits allocation related to MAP10.
(10)	Avenue-CDP holds directly warrants exercisable to purchase 15,118 shares of Common Stock of the Issuer. Mr. Lasry has an indirect pecuniary interest in such shares due to his ownership of entities that receive a portion of the profits allocation related to Avenue-CDP.
(11)	Avenue International Master holds directly warrants exercisable to purchase 92,326 shares of Common Stock of the Issuer. Mr. Lasry has an indirect pecuniary interest in such shares due to his ownership of entities that receive a portion of the profits allocation related to Avenue International Master.
(12)	Avenue Investments holds directly warrants exercisable to purchase 693,016 shares of Common Stock of the Issuer. Mr. Lasry has an indirect pecuniary interest in such shares due to his ownership of entities that receive a portion of the profits allocation related to Avenue Investments.
(13)	Avenue Special Opportunities holds directly warrants exercisable to purchase 23,100 shares of Common Stock of the Issuer. Mr. Lasry has an indirect pecuniary interest in such shares due to his ownership of entities that receive a portion of the profits allocation related to Avenue Special Opportunities.
(14)	Avenue Fund V holds directly warrants exercisable to purchase 113,914 shares of Common Stock of the Issuer. Mr. Lasry has an indirect pecuniary interest in such shares due to his ownership of entities that receive a portion of the profits allocation related to Avenue Fund V.
(15)	MAP10 holds directly warrants exercisable to purchase 524 shares of Common Stock of the Issuer. Mr. Lasry has an indirect pecuniary interest in such shares due to his ownership of entities that receive a portion of the profits allocation related to MAP10.

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