SCHOLASTIC CORP — Director's Dealing 2015

Aug 12, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCHOLASTIC CORP (SCHL)
CIK: 0000866729
Period of Report: 2015-08-10

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-08-10	Class A Stock	M	42000	$36.41	Acquired	4536154	Direct
2015-08-10	Class A Stock	J	42000	$36.41	Disposed	4494154	Direct
2015-08-10	Common Stock	J	42000	$36.41	Acquired	4536154	Direct
2015-08-10	Common Stock	S	7000	$43.29	Disposed	4529154	Direct
2015-08-10	Common Stock	S	7000	$43.34	Disposed	4522154	Direct
2015-08-10	Common Stock	S	7000	$43.14	Disposed	4515154	Direct
2015-08-10	Common Stock	S	7000	$43.19	Disposed	4508154	Direct
2015-08-10	Common Stock	S	7000	$43.24	Disposed	4501154	Direct
2015-08-10	Common Stock	S	7000	$43.147	Disposed	4494154	Direct
2015-08-11	Class A Stock	M	6900	$36.41	Acquired	4501054	Direct
2015-08-11	Class A Stock	J	6900	$36.41	Disposed	4494154	Direct
2015-08-11	Common Stock	J	6900	$36.41	Acquired	4501054	Direct
2015-08-11	Common Stock	S	100	$43.24	Disposed	4500954	Direct
2015-08-11	Common Stock	S	6800	$43.192	Disposed	4494154	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-08-10	Employee Stock Option (right to buy)	$36.41	M	42000	Disposed	2015-09-21	Class A Stock (42000)	Direct
2015-08-11	Employee Stock Option (right to buy)	$36.41	M	6900	Disposed	2015-09-21	Common Stock (6900)	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 $43.14-$43.20, 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 $43.19-$43.24, 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: See Exhibit 99.1

F6: Employee stock options vest ratably over a four year period beginning with the first anniversary of the date of grant.