SCHOLASTIC CORP — Director's Dealing 2015

Sep 11, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCHOLASTIC CORP (SCHL)
CIK: 0000866729
Period of Report: 2015-09-09

Reporting Person: OCONNELL MAUREEN (EVP, CAO & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-09-09	Common Stock	M	5516	$36.21	Acquired	49996	Direct
2015-09-09	Common Stock	S	5516	$44.004	Disposed	44480	Direct
2015-09-09	Common Stock	M	5528	$34.84	Acquired	50008	Direct
2015-09-09	Common Stock	S	5528	$44.004	Disposed	44480	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-09-09	Employee Stock Options (right to buy)	$36.21	M	5516	Acquired	2017-09-09	Common Stock (5516)	Direct
2015-09-09	Employee Stock Option (right to buy)	$34.84	M	5528	Acquired	2017-12-11	Common Stock (5528)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	25	Indirect

Footnotes

F1: Sales were made pursuant to a 10b5-1 plan.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $44.00-$44.05, 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: Employee stock options vest ratably over a four year period beginning with the first anniversary after the date of grant.