SCHOLASTIC CORP — Director's Dealing 2014

Aug 13, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCHOLASTIC CORP (SCHL)
CIK: 0000866729
Period of Report: 2014-08-11

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-11	Class A Stock	M	34000	$29.49	Acquired	4414377	Direct
2014-08-11	Class A Stock	J	34000	$29.49	Disposed	4380377	Direct
2014-08-11	Common Stock	J	34000	$29.49	Acquired	4414377	Direct
2014-08-11	Common Stock	S	34000	$36.298	Disposed	4380377	Direct
2014-08-12	Class A Stock	M	30000	$29.49	Acquired	4410377	Direct
2014-08-12	Class A Stock	J	30000	$29.49	Disposed	4380377	Direct
2014-08-12	Common Stock	J	30000	$29.49	Acquired	4410377	Direct
2014-08-12	Common Stock	S	8865	$36.258	Disposed	4410512	Direct
2014-08-12	Common Stock	S	21135	$36.124	Disposed	4380377	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-08-11	Emmployee Stock Option (right to buy)	$29.49	M	34000	Disposed	2014-09-20	Class A Stock (34000)	Direct
2014-08-12	Employee Stock Options (right to buy)	$29.49	M	30000	Disposed	2014-09-20	Class A Stock (30000)	Direct

Footnotes

F1: Represents the exercise of stock options due to expire on September 20, 2014.

F2: Represents the conversion of Class A Stock to Common Stock.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.86 to $36.63 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 (3) to this Form 4.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $36.18 to $36.47 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 (4) to this Form 4.

F5: he price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $36.12 to $36.16 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 (5) to this Form 4.

F6: See Exhibit 99.1.

F7: Employee stock options vest ratably over a four year period beginning with the first anniversary of the date of grant.