SCHOLASTIC CORP — Director's Dealing 2011

Oct 20, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCHOLASTIC CORP (SCHL)
CIK: 0000866729
Period of Report: 2011-10-19

Reporting Person: HEDDEN ANDREWS S (Director, EVP, General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-10-19	Common Stock	M	25000	$16.48	Acquired	44744	Direct
2011-10-19	Common Stock	S	25000	$28.69	Disposed	19744	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-10-19	Stock Options	$16.48	M	25000	Disposed	2018-12-16	Common Stock (100000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2000	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.40 to $29.23, inclusive. The reporting person undertakes to provide to Scholastic Corporation, any security holder of Scholastic Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F2: Stock options vest in 25% increments beginning on the first anniversary of the date of grant.