Statement of Changes in Beneficial Ownership (4)

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 ^* CROVITZ L GORDON	2. Issuer Name and Ticker or Trading Symbol Houghton Mifflin Harcourt Co [ HMHC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle) C/O HOUGHTON MIFFLIN HARCOURT CO., 125 HIGH STREET	3. Date of Earliest Transaction (MM/DD/YYYY) 5/31/2021
(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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	5/31/2021		M		12500	A	$0.00 ⁽¹⁾	81606	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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock	⁽¹⁾	5/31/2021		M			12500	⁽²⁾	⁽²⁾	Common Stock	12500	$0.00	0	D
Restricted Stock Units	⁽¹⁾	5/31/2021		A		11066		⁽³⁾	⁽³⁾	Common Stock	11066	$0.00	11066	D
Restricted Stock Units	⁽¹⁾	5/31/2021		M			55556	⁽⁴⁾	⁽⁴⁾	Common Stock	55556	$0.00	0	D
Phantom Stock	⁽¹⁾	5/31/2021		A		55556		⁽⁴⁾	⁽⁴⁾	Common Stock	55556	$0.00	55556	D

Explanation of Responses:
(1)	Each restricted stock unit and each share of phantom stock represents a contingent right to receive one share of Houghton Mifflin Harcourt Company's (the "Company") common stock.
(2)	The shares of phantom stock were settled in exchange for a like amount of shares of the Company's common stock.
(3)	This grant of restricted stock units will vest on May 31, 2022, subject to continued service on the Company's board of directors through such vesting date, with settlement of the restricted stock units to be deferred until May 31, 2024 (or, upon separation from service after the vesting date, such earlier settlement date determined in accordance with the Company's Non-Employee Director Deferred Compensation Plan).
(4)	Upon the vesting of the restricted stock units granted to the reporting person on May 31, 2020, the reporting person deferred the receipt of 55,556 shares of common stock and received instead 55,556 shares of phantom stock pursuant to the Company's Non-Employee Director Deferred Compensation Plan. The phantom stock becomes payable on May 31, 2023 (or, upon separation from service, at such earlier settlement date determined in accordance with the Company's Non-Employee Director Deferred Compensation Plan).

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

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CROVITZ L GORDON C/O HOUGHTON MIFFLIN HARCOURT CO. 125 HIGH STREET BOSTON, MA 02110	X