SCHOLASTIC CORP — Director's Dealing 2013

Sep 6, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCHOLASTIC CORP (SCHL)
CIK: 0000866729
Period of Report: 2013-09-03

Reporting Person: HEDDEN ANDREWS S (Director, EVP, General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-09-03	Common Stock	M	20474	$30.63	Acquired	37861	Direct
2013-09-03	Common Stock	F	8853	$30.63	Disposed	29008	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-09-03	Restricted Stock Units	$	M	20474	Disposed	2013-09-01	Common Stock (20474)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2000	Indirect

Footnotes

F1: Restricted stock units ("RSUs") acquired by the reporting person on 9/1/10 under the MSPP in lieu of cash bonus; converted into shares of Common Stock on a one-for-one basis on 9/3/2013, the first business day after 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, 2010.