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 *
Lynch John J Jr
   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)
05/09/2017
(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

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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 (1) 05/09/2017   A   79,638     (1)   (1) Common Stock 79,638 $ 0 79,638 D  
Restricted Stock Units (2) 05/09/2017   A   38,610     (2)   (2) Common Stock 38,610 $ 0 38,610 D  
Employee Stock Options (Right to Buy) $ 12.95 05/09/2017   A   604,230     (3) 05/09/2024 Common Stock 604,230 $ 0 604,230 D  

Reporting Owners

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

Signatures

 /s/ William F. Bayers, Attorney-in-Fact   05/11/2017
**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) This grant of restricted stock units has a vesting schedule of three equal installments (one on each of the first three anniversaries of February 28, 2017), subject to continued employment with Houghton Mifflin Harcourt Company (the "Company"). Each restricted stock unit represents a contingent right to receive one share of common stock.
(2) This grant of restricted stock units has a vesting schedule of three equal installments (one on each of the first three anniversaries of the grant date), generally subject to continued employment with the Company, except that such restricted stock units shall vest immediately in the event of termination without cause or resignation for good reason. Each restricted stock unit represents a contingent right to receive one share of common stock.
(3) This grant of employee stock options has a vesting schedule of four equal installments (one on each of the first four anniversaries of the grant date), generally subject to continued employment with the Company, except that such employee stock options shall vest immediately in the event of termination without cause or resignation for good reason.
 
Remarks:
President and Chief Executive Officer. William F. Bayers is the Executive Vice President, Secretary and General Counsel of the Company.

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