SCHOLASTIC CORP — Director's Dealing 2014

Aug 28, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCHOLASTIC CORP (SCHL)
CIK: 0000866729
Period of Report: 2014-08-26

Reporting Person: NEWMAN JUDITH (EVP, Pres., Bk Clubs & E-comm.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-26	Common Stock	S	1461	$35.424	Disposed	41942	Direct
2014-08-26	Common Stock	S	4000	$35.199	Disposed	37492	Direct
2014-08-27	Common Stock	F	693	$35.21	Disposed	36799	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 $35.34 to $35.48 inclusive. The reporting person undertakes to provide to Scholastic Corporation, any 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 footnote (1) to this Form 4.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.11 to $35.28 inclusive. The reporting person undertakes to provide to Scholastic Corporation, any 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 footnote (2) to this Form 4.

F3: Represents shares withheld to cover taxes owed upon vesting of 2,000 stock units.