SCHOLASTIC CORP — Director's Dealing 2011

Sep 6, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCHOLASTIC CORP (SCHL)
CIK: 0000866729
Period of Report: 2011-09-01

Reporting Person: ROBINSON RICHARD (Director, CEO, Chairman and President, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-09-02	Common Stock	M	32503	$25.89	Acquired	4363032	Direct
2011-09-02	Common Stock	F	15698	$25.89	Disposed	4347334	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-09-01	Restricted Stock Units	$	A	15918	Acquired	2014-09-01	Common Stock (15918)	Direct
2011-09-02	Restricted Stock Units	$	M	32503	Disposed	2011-09-02	Common Stock (32503)	Direct

Footnotes

F1: Restricted stock units ("RSUs") acquired by the reporting person on 9/2/08 under the MSPP in lieu of cash bonus; converted into shares of Common Stock on a one-for-one basis on 9/2/2011 upon expiration of the deferral period selected by the reporting person. RSU price is equal to 75% of the lowest closing price for the underlying Common Stock in the fiscal quarter ended August 31, 2008.

F2: 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. Vests on third anniversary of the award date. Price is equal to 75% of the lowest closing price for the underlying Common Stock in the fiscal quarter ended August 31, 2011.

F3: See Note 1 in Exhbit 99.1 with regard to Mr. Robinson's holdings.