Statement of Ownership (sc 13g)
January 14 2016 - 3:07PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Houghton
Mifflin Harcourt Company
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
44157R109
(CUSIP Number)
January 4, 2016
(Date of Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule
13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
* |
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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CUSIP No. 44157R109 |
1 |
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Names
of Reporting Persons Glenhill Advisors, LLC |
2 |
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a) ¨ (b) x |
3 |
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SEC Use Only
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4 |
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Citizenship or Place of
Organization Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: |
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5 |
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Sole Voting Power
5,164,423 |
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6 |
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Shared Voting Power
1,792,101 |
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7 |
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Sole Dispositive Power
6,956,524 |
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8 |
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Shared Dispositive Power
0 |
9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
6,956,524 |
10 |
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Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions) ¨ |
11 |
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Percent of Class Represented by
Amount in Row (9) 5.2% |
12 |
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Type of Reporting Person (See
Instructions) IA, HC |
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CUSIP No. 44157R109 |
1 |
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Names
of Reporting Persons Glenn J. Krevlin |
2 |
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a) ¨ (b) x |
3 |
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SEC Use Only
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4 |
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Citizenship or Place of
Organization United States |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: |
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5 |
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Sole Voting Power
5,164,423 |
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6 |
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Shared Voting Power
1,792,101 |
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7 |
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Sole Dispositive Power
6,956,524 |
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8 |
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Shared Dispositive Power
0 |
9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
6,956,524 |
10 |
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Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions) ¨ |
11 |
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Percent of Class Represented by
Amount in Row (9) 5.2% |
12 |
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Type of Reporting Person (See
Instructions) IN, HC |
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CUSIP No. 44157R109 |
1 |
|
Names
of Reporting Persons Glenhill Capital Advisors, LLC |
2 |
|
Check the Appropriate Box if a
Member of a Group (See Instructions)
(a) ¨ (b) x |
3 |
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SEC Use Only
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4 |
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Citizenship or Place of
Organization Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: |
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5 |
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Sole Voting Power
0 |
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6 |
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Shared Voting Power
6,956,524 |
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7 |
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Sole Dispositive Power
0 |
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8 |
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Shared Dispositive Power
6,956,524 |
9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
6,956,524 |
10 |
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Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions) ¨ |
11 |
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Percent of Class Represented by
Amount in Row (9) 5.2% |
12 |
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Type of Reporting Person (See
Instructions) IA, HC |
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CUSIP No. 44157R109 |
1 |
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Names
of Reporting Persons Glenhill Capital Management, LLC |
2 |
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a) ¨ (b) x |
3 |
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SEC Use Only
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4 |
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Citizenship or Place of
Organization Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: |
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5 |
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Sole Voting Power
0 |
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6 |
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Shared Voting Power
5,164,423 |
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7 |
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Sole Dispositive Power
0 |
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8 |
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Shared Dispositive Power
5,164,423 |
9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
5,164,423 |
10 |
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Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions) ¨ |
11 |
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Percent of Class Represented by
Amount in Row (9) 3.8% |
12 |
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Type of Reporting Person (See
Instructions) IA, HC |
Item 1(a). |
Name of Issuer: |
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Houghton Mifflin Harcourt Company |
Item 1(b). |
Address of Issuers Principal Executive Offices: |
Item 2(a). |
Name of Person Filing: |
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Glenhill Advisors, LLC, Glenn J. Krevlin, Glenhill Capital Advisors, LLC and Glenhill Capital Management, LLC. |
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Glenn J. Krevlin, is the managing member and control person of Glenhill Advisors, LLC, and is the sole shareholder of Krevlin Management, Inc. Krevlin Management, Inc. is the managing member of Glenhill Capital
Advisors, LLC, which is the investment manager of Glenhill Capital Overseas Master Fund, LP and Glenhill Long Fund, LP, each a security holder of the Issuer. Glenhill Advisors, LLC is the managing member of Glenhill Capital Management, LLC. Glenhill
Capital Management, LLC is the managing member of Glenhill Long GP, LLC, and is sole shareholder of Glenhill Capital Overseas GP, Ltd. Glenhill Capital Overseas GP, Ltd. is general partner of Glenhill Capital Overseas Master Fund, LP. Glenhill Long
GP, LLC is the general partner of Glenhill Long Fund, LP. |
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Glenhill Capital Advisors, LLC is also the investment manager for certain third party accounts for which shares of the Issuer are held and managed by one or more of the Reporting Persons for the benefit of such third
parties. Such Reporting Persons have dispositive power and share certain voting power with respect to such shares, and receive management fees and performance-related fees in connection therewith. As of the date of this filing, there are 1,792,101
shares of Common Stock of the Issuer held in such third party managed accounts, and the securities reported on the attached cover page(s) include such shares. |
Item 2(b). |
Address of Principal Business Office or, if none, Residence: |
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600 Fifth Avenue, 11th Floor |
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See the response(s) to Item 4 on the attached cover page(s). |
Item 2(d). |
Title of Class of Securities: |
Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1:
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(a) |
Amount Beneficially owned: |
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See the response(s) to Item 9 on the attached cover page(s). |
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See the response(s) to Item 11 on the attached cover page(s), which was determined by dividing the number of shares beneficially held by the Reporting Person by 134,299,959, the number of shares of Common Stock
issued and outstanding as reported in the Issuers Form 10-Q filed with the Securities and Exchange Commission on November 5, 2015. |
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(c) |
Number of shares as to which the person has: |
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(i) |
Sole power to vote or to direct the vote: |
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See the response(s) to Item 5 on the attached cover page(s). |
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(ii) |
Shared power to vote or to direct the vote: |
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See the response(s) to Item 6 on the attached cover page(s). |
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(iii) |
Sole power to dispose or to direct the disposition of: |
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See the response(s) to Item 7 on the attached cover page(s). |
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(iv) |
Shared power to dispose or to direct the disposition of: |
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See the response(s) to Item 8 on the attached cover page(s). |
Item 5. |
Ownership of Five Percent or Less of a Class. |
Item 6. |
Ownership of More Than Five Percent on Behalf of Another Person. |
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Item 8. |
Identification and Classification of Members of the Group. |
Item 9. |
Notice of Dissolution of Group. |
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
DATE: January 14, 2016
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GLENHILL ADVISORS, LLC |
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By: |
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/s/ GLENN J. KREVLIN |
Name: Glenn J. Krevlin |
Title: Managing Member |
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/s/ GLENN J. KREVLIN |
Name: Glenn J. Krevlin |
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GLENHILL CAPITAL ADVISORS, LLC |
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By: |
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KREVLIN MANAGEMENT, INC. Managing
Member |
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By: |
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/s/ GLENN J. KREVLIN |
Name: Glenn J. Krevlin |
Title: President |
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GLENHILL CAPITAL MANAGEMENT, LLC |
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By: |
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GLENHILL ADVISORS, LLC Managing
Member |
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By: |
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/s/ GLENN J. KREVLIN |
Name: Glenn J. Krevlin |
Title: Managing Member |
EXHIBIT INDEX
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Exhibit |
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Description of Exhibit |
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99.1 |
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Joint Filing Agreement, dated January 14, 2016 |
Exhibit 99.1
Joint Filing Agreement
In accordance
with Rule 13d-1(k)(l) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them (and their affiliates) of a statement on Schedule 13G (including amendments thereto)
with respect to the Common Stock of Houghton Mifflin Harcourt Company and that this agreement be included as an Exhibit to such joint filing. In addition, each party to this Joint Filing Agreement expressly authorizes each other party to this Joint
Filing Agreement to file on its (and its affiliates) behalf any and all amendments to such Statement on Schedule 13G. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one
and the same instrument.
IN WITNESS WHEREOF, each of the undersigned hereby executes this Joint Filing Agreement as of this 14th day of January 2016.
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GLENHILL ADVISORS, LLC |
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By: |
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/s/ GLENN J. KREVLIN |
Name: Glenn J. Krevlin |
Title: Managing Member |
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/s/ GLENN J. KREVLIN |
Name: Glenn J. Krevlin |
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GLENHILL CAPITAL ADVISORS, LLC |
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By: |
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KREVLIN MANAGEMENT, INC. Managing
Member |
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By: |
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/s/ GLENN J. KREVLIN |
Name: Glenn J. Krevlin |
Title: President |
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GLENHILL CAPITAL MANAGEMENT, LLC |
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By: |
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GLENHILL ADVISORS, LLC Managing
Member |
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By: |
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/s/ GLENN J. KREVLIN |
Name: Glenn J. Krevlin |
Title: Managing Member |
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