SCHOLASTIC CORP — Director's Dealing 2015

Sep 10, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCHOLASTIC CORP (SCHL)
CIK: 0000866729
Period of Report: 2015-09-04

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-09-04	Common Stock	M	44247	$42.42	Acquired	4538401	Direct
2015-09-04	Common Stock	F	23659	$42.42	Disposed	4514742	Direct
2015-09-08	Common Stock	M	35000	$22.81	Acquired	4549742	Direct
2015-09-08	Common Stock	S	35000	$43.617	Disposed	4514742	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-09-04	Restricted Stock Units	$	M	44247	Disposed	2015-09-04	Common Stock (44247)	Direct
2015-09-08	Employee Stock Options (right to buy)	$22.81	M	35000	Disposed	2020-08-27	Common Stock (35000)	Direct

Footnotes

F1: Restricted stock units ("RSUs") acquired by the reporting person on 9/1/12 under the MSPP in lieu of cash bonus; converted into shares of Common Stock on a one-for-one basis on 9/4/2015, the first business day following expiration of the deferral period selected by the reporting person. RSU price is equal to 75% of the lowest closing price for the underlying Common Stock in the fiscal quarter ended August 31, 2012.

F2: Sales were made pursuant to a 10b5-1 plan.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.03-$43.11, 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: See Exhibit 99.1

F5: Employee stock options vest ratably over a four year period beginning with the first anniversary after the date of grant.