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SCHOLASTIC CORP Director's Dealing 2011

Sep 6, 2011

32563_dirs_2011-09-06_ad09f235-58f6-43c9-834a-87782d44dab5.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: NEWMAN JUDITH (EVP, President Book Clubs)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-09-01 Common Stock M 6836 $26.85 Acquired 36276 Direct
2011-09-01 Common Stock F 2377 $26.85 Disposed 33899 Direct
2011-09-01 Common Stock M 813 $26.85 Acquired 34712 Direct
2011-09-01 Common Stock F 283 $26.85 Disposed 34429 Direct
2011-09-02 Common Stock M 2267 $25.89 Acquired 36696 Direct
2011-09-02 Common Stock F 789 $25.89 Disposed 35907 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-09-01 Restricted Stock Units $ M 6836 Disposed 2011-09-01 Common Stock (6836) Direct
2011-09-01 Restricted Stock Units $ M 813 Disposed 2011-09-01 Common Stock (813) Direct
2011-09-02 Restricted Stock Units $ M 2267 Disposed 2011-09-02 Common Stock (2267) Direct

Footnotes

F1: Restricted stock units ("RSUs") acquired by the reporting person on 9/1/2002 under the MSPP in lieu of cash bonus; converted into shares of Common Stock on a one-for-one basis on 9/1/2011 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, 2002.

F2: Restricted stock units ("RSUs") acquired by the reporting person on 9/1/2001 under the MSPP in lieu of cash bonus; converted into shares of Common Stock on a one-for-one basis on 9/1/2011 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, 2001.

F3: Restricted stock units ("RSUs") acquired by the reporting person on 9/2/2008 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.