SCHOLASTIC CORP — Director's Dealing 2014

Mar 31, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCHOLASTIC CORP (SCHL)
CIK: 0000866729
Period of Report: 2014-03-27

Reporting Person: MAYER MARGERY W (EVP & President, Education)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-27	Common Stock	M	24000	$22.81	Acquired	79246	Direct
2014-03-27	Common Stock	S	20246	$33.71	Disposed	59000	Direct
2014-03-31	Common Stock	G	3913	$34.34	Disposed	55087	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-27	Employee Stock Option (right to buy)	$22.81	M	24000	Disposed	2020-08-27	Common Stock (8000)	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 $34.11 to $33.37 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: Employee stock options vest ratably over a four year period beginning with the first anniversary after the date of grant.