SCHOLASTIC CORP — Director's Dealing 2011

Jun 3, 2011

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: SCHOLASTIC CORP (SCHL)
CIK: 0000866729
Period of Report: 2011-06-01

Reporting Person: Boyko Alan J (President, Schl Book Fairs)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	18489	Direct
Common Shares	1909	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$42.85	2011-12-18	Common Stock (2000)		Direct
Employee Stock Option (right to buy)	$36.92	2015-09-20	Common Stock (25000)		Direct
Employee Stock Option (right to buy)	$24.80	2013-03-17	Common Stock (15000)		Direct
Employee Stock Option (right to buy)	$36.23	2012-07-18	Common Stock (5000)		Direct
Employee Stock Option (right to buy)	$27.46	2013-07-14	Common Stock (8000)		Direct
Employee Stock Option (right to buy)	$29.19	2014-09-20	Common Stock (1200)		Direct
Employee Stock Option (right to buy)	$29.74	2016-09-19	Common Stock (2720)		Direct
Employee Stock Option (right to buy)	$35.24	2017-09-18	Common Stock (6000)		Direct
Employee Stock Option (right to buy)	$27.25	2018-07-22	Common Stock (15000)		Direct
Employee Stock Option (right to buy)	$22.81	2020-08-27	Common Stock (10000)		Direct
Restricted Stock Units	$18.77		Common Stock (1217)		Direct
Restricted Stock Units	$13.90		Common Stock (638)		Direct
Restricted Stock Units	$16.90		Common Stock (3291)		Direct

Footnotes

F1: Holdings include 17,000 restricted stock units granted under the Scholastic Corporation 2001 Stock Incentive Plan that have yet to vest.

F2: Employee stock options are exercisable in four equal installments (with a minimum of 1,000 options) begining with the first anniversary of the date of grant.

F3: Acquired under the Scholastic Corporation Management Stock Purchase Plan in lieu of cash bonus; to be converted into shares of Common Stock on a one-for-one basis upon expiration of the deferral period selected by the reporting person. Price is equal to 75% of the lowest closing price for the underlying Common Stock in the fiscal quarter ended August 31, 2008.

F4: Acquired under the Scholastic Corporation Management Stock Purchase Plan in lieu of cash bonus; to be converted into shares of Common Stock on a one-for-one basis upon expiration of the deferral period selected by the reporting person. Price is equal to 75% of the lowest closing price for the underlying Common Stock in the fiscal quarter ended August 31, 2009.

F5: Acquired under the Scholastic Corporation Management Stock Purchase Plan in lieu of cash bonus; to be converted into shares of Common Stock on a one-for-one basis upon expiration of the deferral period selected by the reporting person.
Price is equal to 75% of the lowest closing price for the underlying Common Stock in the fiscal quarter ended August 31, 2010.