Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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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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., 222 BERKELEY STREET		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2015
(Street)


BOSTON, MA 02116		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock 05/13/2014   M4 10,000 A $ 12.5 10,000 D  
Common Stock 05/13/2014   S4(1) 10,000 D $ 18.4501 (2) 0 D  
Common Stock 07/25/2014   M4 6,500 A $ 13.48 6,500 D  
Common Stock 07/25/2014   S4(1) 6,500 D $ 17.3227 (3) 0 D  
Common Stock 01/31/2015   M4(4) 693 A $ 0 (4) 693 D  
Common Stock 01/31/2015   F4(4) 262 D $ 19.68 (4) 431 D  
Common Stock 02/04/2015   M4 10,000 A $ 12.5 10,431 D  
Common Stock 02/04/2015   S4(1) 10,000 D $ 20.3491 (5) 431 D  
Common Stock 07/27/2015   M4 6,500 A $ 13.48 6,931 D  
Common Stock 07/27/2015   S4(1) 6,500 D $ 26.4028 (6) 431 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. 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. SEC 2270 (9-02)

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 at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units   01/31/2014   A4 2,080     (7)   (7) Common Stock
2,080
$ 0 2,080
D
 
Employee Stock Option (Right to Buy) $ 12.5 05/13/2014   M4   10,000   (8) 01/30/2020 Common Stock
10,000
(8) 30,000
D
 
Employee Stock Option (Right to Buy) $ 13.48 07/25/2014   M4   6,500   (9) 07/25/2020 Common Stock
6,500
(9) 19,500
D
 
Restricted Stock Units   01/31/2015   M4 (4)   693   (7)   (7) Common Stock
693
$ 0 1,387
D
 
Employee Stock Option (Right to Buy) $ 12.5 02/04/2015   M4   10,000   (8) 01/30/2020 Common Stock
10,000
(8) 20,000
D
 
Restricted Stock Units   03/03/2015   A4 3,980     (10)   (10) Common Stock
3,980
$ 0 3,980
D
 
Employee Stock Option (Right to Buy) $ 13.48 07/27/2015   M4   6,500   (9) 07/25/2020 Common Stock
6,500
(9) 13,000
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DOLAN MICHAEL
C/O HOUGHTON MIFFLIN HARCOURT CO.
222 BERKELEY STREET
BOSTON, MA 02116		       See remarks.  

Signatures

/s/ Michael J. Dolan 02/16/2016
**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) These shares were sold pursuant to a Rule 10b5-1 trading plan.
(2) The sale price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $18.45 to $18.47. Upon request of the staff of the Securities and Exchange Commission, Houghton Mifflin Harcourt Company (the "Company") or a security holder of the Company, the reporting person will provide full information regarding the number of shares sold at each separate price.
(3) The sale price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $17.28 to $17.39. Upon request of the staff of the Securities and Exchange Commission, the Company or a security holder of the Company, the reporting person will provide full information regarding the number of shares sold at each separate price.
(4) 693 restricted stock units held by the reporting person vested on January 31, 2015 and were settled in exchange for a like amount of shares of the Company's common stock, subject to the Company's withholding of 262 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.
(5) The sale price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $20.00 to $20.46. Upon request of the staff of the Securities and Exchange Commission, the Company or a security holder of the Company, the reporting person will provide full information regarding the number of shares sold at each separate price.
(6) The sale price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $26.195 to $26.58. Upon request of the staff of the Securities and Exchange Commission, the Company or a security holder of the Company, the reporting person will provide full information regarding the number of shares sold at each separate price.
(7) This grant of 2,080 restricted stock units occurred on January 31, 2014, with a vesting schedule of three equal installments (one on each of the first three anniversaries of the grant date), subject to continued employment with the Company. Each restricted stock unit represents a contingent right to receive one share of common stock upon vesting.
(8) This grant of 40,000 stock options occurred on January 30, 2013, with a vesting schedule of four equal installments (one on each of the first four anniversaries of the grant date), subject to continued employment with the Company.
(9) This grant of 26,000 stock options occurred on July 25, 2013, with a vesting schedule of four equal installments (one on each of the first four anniversaries of the grant date), subject to continued employment with the Company.
(10) This grant of 3,980 restricted stock units occurred on March 3, 2015, with a vesting schedule of three equal installments (one on each of the first three anniversaries of the grant date), subject to continued employment with the Company. Each restricted stock unit represents a contingent right to receive one share of common stock upon vesting.
 
Remarks:
Senior Vice President and Corporate Controller. The reporting person has served as the Company's Principal Accounting Officer since 2007. 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. All of the securities that have been reported on this form were acquired in exempt transactions.

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