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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-09-02	Common Stock	M	2334	$35.20	Acquired	10513	Direct
2014-09-02	Common Stock	F	908	$35.20	Disposed	9605	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-09-02	Restricted Stock Units	$	M	2334	Disposed	2014-09-02	Common Stock (2334)	Direct
2014-09-02	Restricted Stock Units	$	A	3970	Acquired	2017-09-02	Common Stock (3970)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2000	Indirect

Footnotes

F1: Restricted stock units ("RSUs") acquired by the reporting person on 9/1/11 under the MSPP in lieu of cash bonus; converted into shares of Common Stock on a one-for-one basis on 9/3/13, 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: 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.