SCHOLASTIC CORP — Director's Dealing 2012

Sep 6, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCHOLASTIC CORP (SCHL)
CIK: 0000866729
Period of Report: 2012-09-04

Reporting Person: MAYER MARGERY W (EVP & President, Education)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-09-04	Common Stock	M	1254	$31.14	Acquired	51722	Direct
2012-09-04	Common Stock	F	560	$31.14	Disposed	51162	Direct
2012-09-04	Common Stock	M	1604	$31.14	Acquired	52766	Direct
2012-09-04	Common Stock	F	716	$31.14	Disposed	52050	Direct
2012-09-04	Common Stock	M	2459	$31.14	Acquired	54509	Direct
2012-09-04	Common Stock	F	1098	$31.14	Disposed	53411	Direct
2012-09-04	Common Stock	M	683	$31.14	Acquired	54094	Direct
2012-09-04	Common Stock	F	305	$31.14	Disposed	53789	Direct
2012-09-04	Common Stock	M	346	$31.14	Acquired	54135	Direct
2012-09-04	Common Stock	F	155	$31.14	Disposed	53980	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-09-04	Restricted Stock Units	$	M	1254	Disposed	2012-09-04	Common Stock (1254)	Direct
2012-09-04	Restricted Stock Units	$	M	1604	Disposed	2012-09-04	Common Stock (1608)	Direct
2012-09-04	Restricted Stock Units	$	M	2459	Disposed	2012-09-04	Common Stock (2459)	Direct
2012-09-04	Restricted Stock Units	$	M	683	Disposed	2012-09-04	Common Stock (683)	Direct
2012-09-04	Restricted Stock Units	$	M	346	Disposed	2012-09-04	Common Stock (346)	Direct

Footnotes

F1: Restricted stock units ("RSUs") acquired by the reporting person on 9/1/00 under the Scholastic Corporation Management Stock Purchase Plan ("MSPP") in lieu of cash bonus; converted into shares of Common Stock on a one-for-one basis on 9/4/2012 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, 2000.

F2: Restricted stock units ("RSUs") acquired by the reporting person on 9/1/01 under the MSPP in lieu of cash bonus; converted into shares of Common Stock on a one-for-one basis on 9/4/2012 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 9/1/02 under the MSPP in lieu of cash bonus; converted into shares of Common Stock on a one-for-one basis on 9/4/2012 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.

F4: Restricted stock units ("RSUs") acquired by the reporting person on 9/1/04 under the MSPP in lieu of cash bonus; converted into shares of Common Stock on a one-for-one basis on 9/4/2012 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, 2004.

F5: Restricted stock units ("RSUs") acquired by the reporting person on 9/1/09 under the MSPP in lieu of cash bonus; converted into shares of Common Stock on a one-for-one basis on 9/4/2012 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, 2009.