SCHOLASTIC CORP — Director's Dealing 2014

Sep 4, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCHOLASTIC CORP (SCHL)
CIK: 0000866729
Period of Report: 2014-09-02

Reporting Person: ROBINSON RICHARD (Director, CEO, Chairman and President, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-09-02	Common Stock	M	15918	$35.20	Acquired	4396295	Direct
2014-09-02	Common Stock	F	8512	$35.20	Disposed	4387783	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-09-02	Restricted Stock Units	$	M	15918	Disposed	2014-09-02	Common Stock (15918)	Direct
2014-09-02	Restricted Stock Units	$	A	42790	Acquired	2017-09-02	Common Stock (42790)	Direct

Footnotes

F1: Restricted stock units ("RSUs") acquired by the reporting person on 9/1/11 under the MSPP in lieu of cash bonus; converted into shares of Common Stock on a one-for-one basis on 9/2/14, the first business day following 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, 2011.

F2: See Exhibit 99.1

F3: Acquired under the Scholastic Corporation Management Stock Purchase Plan in lieu of cash bonus; to be converted into shares of Common Stock on a one-for-one basis upon expiration of the deferral period selected by the reporting person. Vests on third anniversary of the award date. Price is equal to 75% of the lowest closing price for the underlying Common Stock in the fiscal quarter ended August 31, 2014.