SCHOLASTIC CORP — Director's Dealing 2014

Jan 23, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCHOLASTIC CORP (SCHL)
CIK: 0000866729
Period of Report: 2014-01-21

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-21	Common Stock	M	200000	$19.33	Acquired	4579370	Direct
2014-01-21	Common Stock	S	200000	$34.041	Disposed	4379370	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-21	Employee Stock Option (right to buy)	$19.33	M	200000	Disposed	2019-07-22	Common Stock (200000)	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 $33.50 to $34.49 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: Reflects the following non-reportable transactions since his last form 4 filing (a) gift of 13,770 shares to his sons; (b) a gift of 10,000 shares to the Richard Robinson Charitable foundation and (c) a minimum required distribution of 372 shares from his 401(k) account.

F3: See Exhibit 99.1

F4: Employee stock options vest ratably over a four year period begining with the first anniversary after the date of grant.