SCHOLASTIC CORP — Director's Dealing 2012

Oct 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCHOLASTIC CORP (SCHL)
CIK: 0000866729
Period of Report: 2012-10-02

Reporting Person: OCONNELL MAUREEN (EVP, CAO & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-02	Common Stock	M	19631	$27.93	Acquired	76362	Direct
2012-10-02	Common Stock	S	19631	$32.73	Disposed	56731	Direct
2012-10-02	Common Stock	M	6250	$27.25	Acquired	62981	Direct
2012-10-02	Common Stock	S	6250	$32.73	Disposed	56731	Direct
2012-10-03	Common Stock	M	5369	$27.93	Acquired	62100	Direct
2012-10-03	Common Stock	S	5369	$32.70	Disposed	56731	Direct
2012-10-03	Common Stock	M	6000	$22.81	Acquired	62731	Direct
2012-10-03	Common Stock	S	6000	$32.70	Disposed	56731	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-10-02	Employee Stock Options (right to buy)	$27.25	M	6750	Disposed	2018-07-22	Common Stock (6250)	Direct
2012-10-02	Employee stock options (right to buy)	$27.93	M	19631	Disposed	2018-09-24	Common Stock (19631)	Direct
2012-10-03	Employee Stock Options (right to buy)	$27.93	M	5369	Disposed	2008-09-24	Common Stock (5369)	Direct
2012-10-03	Employee Stock Option (right to buy)	$22.81	M	6000	Disposed	2020-08-27	Common Stock (6000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	25	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 $32.70 to $32.78, 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