SCHOLASTIC CORP — Director's Dealing 2013

Jan 2, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCHOLASTIC CORP (SCHL)
CIK: 0000866729
Period of Report: 2012-12-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-28	Common Stock	M	15000	$27.25	Acquired	68249	Direct
2012-12-28	Common Stock	M	18750	$24.52	Acquired	86999	Direct
2012-12-28	Common Stock	S	33750	$28.885	Disposed	53249	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-28	Employee Stock Options (right to buy)	$27.25	M	15000	Disposed	2018-07-22	Common Stock (15000)	Direct
2012-12-28	Employee Stock Option (right to buy)	$24.52	M	18750	Disposed	2019-09-22	Common Stock (18750)	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.80 to $29.06, 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