form_sc13ga-houghton.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Houghton Mifflin Harcourt Company
(Name of Issuer)

Common Stock, $0.01 par value per share
(Title of Class of Securities)

44157R109
(CUSIP Number)

December 31, 2015
(Date of Event which Requires Filing
of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:


[   ]
 Rule 13d-1(b)
[   ]
 Rule 13d-1(c)
[X]
 Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Continued on following pages
Page 1 of 6 Pages

 
 
 

CUSIP NO.  44157R109
Page 2 of 6 Pages


1.
Names of Reporting Persons

Paulson & Co. Inc.


2.
Check the Appropriate Box If a Member of a Group (See Instructions)
a.  
[   ]
b.  
[X]

3.
SEC Use Only

4.
Citizenship or Place of Organization

State of Delaware

 
5.
Sole Voting Power
Number of
Shares
  
1,399,994 (see Note 1 and Note 2 to Item 4 below)
Beneficially
Owned By
Each
6.
Shared Voting Power
0
Reporting
Person
With
7.
Sole Dispositive Power
1,399,994 (see Note 1 and Note 2 to Item 4 below)
 
8.
Shared Dispositive Power
   
0


9.
Aggregate Amount Beneficially Owned by Each Reporting Person

1,399,994 (see Note 1 and Note 2 to Item 4 below)

10.
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

[   ]

11.
Percent of Class Represented By Amount in Row (9)


1.04%

12.
Type of Reporting Person (See Instructions)

IA




 
 
 

CUSIP NO.  44157R109
Page 3 of 6 Pages


 
Item 1(a).
Name of Issuer:
   
 
Houghton Mifflin Harcourt Company
   
Item 1(b).
Address of the Issuer's Principal Executive Offices:
   
 
222 Berkeley Street
 
Boston, Massachusetts 02116
   
Item 2(a).
Name of Person Filing
   
 
Paulson & Co. Inc.
   
Item 2(b).
Address of Principal Business Office or, if None, Residence:
   
 
1251 Avenue of the Americas, New York, NY 10020

Item 2(c).
Citizenship:
   
 
Delaware corporation
   
Item 2(d).
Title of Class of Securities:
 
 
Common Stock, $0.01 par value per share
   
Item 2(e).
CUSIP Number:
   
 
44157R109

 
 
 

CUSIP NO.  44157R109
Page 4 of 6 Pages


Item 3.
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
 
      
 
Not applicable.
 
      
Item 4.
Ownership:
      
         
Item 4(a).
Amount Beneficially Owned: 1,399,994 (see Note 1 and Note 2)
      
         
Item 4(b).
Percent of Class: 1.04%
      
         
Item 4(c).
Number of shares as to which such person has:
      
         
 
(i)
Sole power to vote or direct the vote: 1,399,994 (see Note 1 and Note 2)
  
 
(ii)
Shared power to vote or to direct the vote: 0
      
 
(iii)
Sole power to dispose or to direct the disposition of: 1,399,994 (see Note 1 and Note 2)
      
 
(iv)
Shared power to dispose or to direct the disposition of: 0
 
      
Note 1: Paulson & Co. Inc. (“Paulson”), an investment advisor that is registered under the Investment Advisors Act of 1940, and its affiliates furnish investment advice to and manage onshore and offshore investment funds and separate managed accounts (such investment funds and accounts, the “Funds”).  In its role as investment advisor, or manager, Paulson possesses voting and/or investment power over the securities of the Issuer described in this schedule that are owned by the Funds.  All securities reported in this schedule are owned by the Funds.  Paulson disclaims beneficial ownership of such securities.
 
Note 2: The 1,399,994 shares of Common Stock reported herein consist of 1,399,994 shares of Common Stock issuable upon conversion of warrants.
    

 
 
 

CUSIP NO.  44157R109
Page 5 of 6 Pages



Item 5.
Ownership of Five Percent or Less of a Class:
   
 
If this statement is being filed to report the fact that as of the date hereof any of the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following [X].
   
Item 6.
Ownership of More than Five Percent on Behalf of Another Person:
   
 
All securities reported in this schedule are owned by Paulson’s advisory clients, none of which to Paulson’s knowledge owns more than 5% of the class.  Paulson itself disclaims beneficial ownership of all such securities.
   
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
   
 
Not applicable.
   
Item 8.
Identification and Classification of Members of the Group:
   
 
Not applicable.
   
Item 9.
Notice of Dissolution of Group:
   
 
Not applicable.
   
Item 10.
Certification:
   
 
Not applicable.
   


 
 
 

CUSIP NO.  44157R109
Page 6 of 6 Pages


SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.




Date:  February 16, 2016
PAULSON & CO. INC.
   
 
By:           /s/ Stuart L. Merzer
 
Stuart L. Merzer
 
General Counsel & Chief Compliance Officer