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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
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)
SVP, Controller
(Last)         (First)         (Middle)
HOUGHTON MIFFLIN HARCOURT, 125 HIGH STREET
3. Date of Earliest Transaction (MM/DD/YYYY)
2/27/2021
(Street)
BOSTON, MA 02110
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person
___ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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  12/31/2020    A(1)    3336  A $1.555  57244  D   
Common Stock  2/27/2021    M    7143  A $0.00 (2) 64387  D   
Common Stock  3/1/2021    S    3806  D $6.24  60581  D   

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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) 2/27/2021    M        7143    (2)  (2) Common Stock  7143  $0.00  0  D   

Explanation of Responses:
(1)  These shares were acquired under the Houghton Mifflin Harcourt Company's (the Company") Employee Stock Purchase Plan in transactions that were exempt under both Rule 16b-3(d) and Rule 16b-3(c).
(2)  7,143 restricted stock units held by Mr. Dolan vested on February 27, 2021 and were settled in exchange for a like amount of shares of the Company common stock, subject to the sale of 3,806 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.
(3)  Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

Remarks:
William F. Bayers is the Executive Vice President, Secretary and General Counsel of the Company.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
DOLAN MICHAEL
HOUGHTON MIFFLIN HARCOURT
125 HIGH STREET
BOSTON, MA 02110


SVP, Controller

Signatures
s/ William F. Bayers, Attorney-in-Fact 3/2/2021
**Signature of Reporting Person Date