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

OMB APPROVAL

OMB Number:

3235-0104

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Anchorage Capital Group, L.L.C.

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)

610 BROADWAY,Â 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 10012

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 per share	17,475,322	I ⁽¹⁾ ⁽²⁾	By Anchorage Capital Master Offshore, Ltd.
Common Stock, $0.01 par value per share	454,454	I ⁽¹⁾ ⁽²⁾	By Anchorage Illiquid Opportunities Offshore Master, L.P.
Common Stock, $0.01 par value per share	151,484	I ⁽¹⁾ ⁽²⁾	By Anchorage Illiquid Opportunities Offshore Master II, L.P.
Common Stock, $0.01 par value per share	690,140	I ⁽¹⁾ ⁽²⁾	By Anchorage Illiquid Opportunities Offshore Master III, L.P.
Common Stock, $0.01 par value per share	837,934	I ⁽¹⁾ ⁽²⁾	By GRF Master Fund II, L.P.
Common Stock, $0.01 par value per share	149,424	I ⁽¹⁾ ⁽²⁾	By PCI Fund LLC

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)
Common Stock Warrants (right to buy)	06/22/2012	06/22/2019	Common Stock, $0.01 par value per share	415,392	$ 21.14	I ⁽¹⁾ ⁽²⁾	By Anchorage Capital Master Offshore, Ltd.
Common Stock Warrants (right to buy)	06/22/2012	06/22/2019	Common Stock, $0.01 par value per share	17,272	$ 21.14	I ⁽¹⁾ ⁽²⁾	By Anchorage Illiquid Opportunities Offshore Master, L.P.
Common Stock Warrants (right to buy)	06/22/2012	06/22/2019	Common Stock, $0.01 par value per share	4,376	$ 21.14	I ⁽¹⁾ ⁽²⁾	By Anchorage Illiquid Opportunities Offshore Master II, L.P.
Common Stock Warrants (right to buy)	06/22/2012	06/22/2019	Common Stock, $0.01 par value per share	8,212	$ 21.14	I ⁽¹⁾ ⁽²⁾	By Anchorage Illiquid Opportunities Offshore Master III, L.P.
Common Stock Warrants (right to buy)	06/22/2012	06/22/2019	Common Stock, $0.01 par value per share	4,254	$ 21.14	I ⁽¹⁾ ⁽²⁾	By GRF Master Fund II, 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,Â NYÂ 10012	Â	Â X	Â	Â
Anchorage Advisors Management, LLC 610 BROADWAY 6TH FLOOR NEW YORK,Â NYÂ 10012	Â	Â X	Â	Â
Davis Anthony Lynn 610 BROADWAY 6TH FLOOR NEW YORK,Â NYÂ 10012	Â	Â X	Â	Â
Ulrich Kevin Michael 610 BROADWAY 6TH FLOOR NEW YORK,Â NYÂ 10012	Â	Â X	Â	Â
Anchorage Capital Master Offshore, Ltd 610 BROADWAY 6TH FLOOR NEW YORK,Â NYÂ 10012	Â	Â X	Â	Â

Signatures

Anchorage Advisors Management, L.L.C., By: /s/ Kevin M. Ulrich, Authorized Signatory		11/13/2013
^**Signature of Reporting Person		Date
Anchorage Capital Group, L.L.C., By: /s/ Kevin M. Ulrich, Authorized Signatory		11/13/2013
^**Signature of Reporting Person		Date
/s/ Anthony L. Davis		11/13/2013
^**Signature of Reporting Person		Date
/s/ Kevin M. Ulrich		11/13/2013
^**Signature of Reporting Person		Date
Anchorage Capital Master Offshore, Ltd, By: /s/ Natalie Birrell, Director		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)	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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.