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 *
DOLAN MICHAEL
   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 _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
See remarks.
(Last)
(First)
(Middle)
C/O HOUGHTON MIFFLIN HARCOURT CO.,, 125 HIGH STREET		 3. Date of Earliest Transaction (Month/Day/Year)
02/27/2019
(Street)

BOSTON, MA 02110		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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)
Code V Amount (A) or (D) Price
Common Stock 02/27/2019   M   7,143 A $ 0 (1) 31,062 (2) D  
Common Stock 02/27/2019   F   2,482 D $ 8.49 28,580 D  

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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (3) 02/27/2019   M     7,143   (4)   (4) Common Stock 7,143 $ 0 14,286 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
DOLAN MICHAEL
C/O HOUGHTON MIFFLIN HARCOURT CO.,
125 HIGH STREET
BOSTON, MA 02110		       See remarks.  

Signatures

 /s/ William F. Bayers, Attorney-in-Fact   03/01/2019
**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) 7,143 restricted stock units held by Mr. Dolan vested on February 27, 2019 and were settled in exchange for a like amount of shares of the Company's common stock, subject to the Company's withholding of 2,482 shares of common stock to satisfy withholding obligations in connection with federal, state, local or other taxes required to be withheld or paid in connection with the settlement of the restricted stock units.
(2) The amount of securities beneficially owned by the reporting person includes 1,107 shares acquired under the Company's Employee Stock Purchase Plan effective as of December 31, 2018 and 1,107 shares acquired under the Company's Employee Stock Purchase Plan effective as of June 30, 2018.
(3) Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.
(4) The remaining restricted stock units shall vest in two equal installments on February 27, 2020 and February 27, 2021, subject to continued employment with the Company.
 
Remarks:
Senior Vice President and Corporate Controller. The reporting person serves as the Company's Principal Accounting Officer; however, the reporting person is not an "executive officer" for purposes of the Securities Exchange Act of 1934, as amended, or the rules promulgated thereunder. William F. Bayers is the Executive Vice President, Secretary and General Counsel of the Company.

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