SCHOLASTIC CORP — Director's Dealing 2015

Aug 19, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCHOLASTIC CORP (SCHL)
CIK: 0000866729
Period of Report: 2015-08-17

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-08-17	Class A Stock	M	42612	$36.41	Acquired	4536766	Direct
2015-08-17	Class A Stock	J	42612	$36.41	Disposed	4494154	Direct
2015-08-17	Common Stock	J	42612	$36.41	Acquired	4536766	Direct
2015-08-17	Common Stock	S	7000	$43.079	Disposed	4529766	Direct
2015-08-17	Common Stock	S	7000	$43.115	Disposed	4522766	Direct
2015-08-17	Common Stock	S	7000	$43.258	Disposed	4515766	Direct
2015-08-17	Common Stock	S	5000	$42.97	Disposed	4510766	Direct
2015-08-17	Common Stock	S	5000	$43.010	Disposed	4505766	Direct
2015-08-17	Common Stock	S	11612	$43.13	Disposed	4494154	Direct
2015-08-18	Common Stock	M	2003	$19.33	Acquired	4496157	Direct
2015-08-18	Common Stock	S	800	$43.546	Disposed	4495357	Direct
2015-08-18	Common Stock	S	300	$43.60	Disposed	4495057	Direct
2015-08-18	Common Stock	S	903	$43.45	Disposed	4494154	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-08-17	Employee Stock Option (right to buy)	$36.41	M	42612	Disposed	2015-09-21	Class A Stock (42612)	Direct
2015-08-18	Employee Stock Option (right to buy)	$19.33	M	2003	Disposed	2019-07-22	Common Stock (2003)	Direct

Footnotes

F1: Represents the exercise of stock options due to expire on September 21, 2015.

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 $43.07-$43.10, 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 $43.11-$43.13 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: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.16-$43.48 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: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.52-$43.56 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 (6) to this Form 4.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.59-$43.60 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 (7) to this Form 4

F8: See Exhibit 99.1

F9: Employee stock options vest ratably over a four year period beginning with the first anniversary after the date of grant.