SCHOLASTIC CORP — Director's Dealing 2015

Aug 1, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCHOLASTIC CORP (SCHL)
CIK: 0000866729
Period of Report: 2015-07-29

Reporting Person: DAVIES JOHN L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-07-29	Common Stock	S	307	$43.00	Disposed	5649	Direct
2015-07-29	Common Stock	M	100	$26.73	Acquired	5749	Direct
2015-07-29	Common Stock	S	300	$43	Disposed	5449	Direct
2015-07-29	Common Stock	M	100	$36.41	Acquired	5549	Direct
2015-07-29	Common Stock	M	100	$30.08	Acquired	5649	Direct
2015-07-30	Common stock	S	4397	$43.012	Disposed	1252	Direct
2015-07-30	Common Stock	M	1000	$36.21	Acquired	2252	Direct
2015-07-30	Common Stock	M	966	$27.93	Acquired	3218	Direct
2015-07-30	Common Stock	M	900	$24.54	Acquired	4118	Direct
2015-07-30	Common Stock	M	966	$25.61	Acquired	5084	Direct
2015-07-30	Common Stock	M	900	$26.73	Acquired	5984	Direct
2015-07-30	Common Shares	M	1017	$33.39	Acquired	7001	Direct
2015-07-30	Common Stock	M	946	$30.56	Acquired	7947	Direct
2015-07-30	Common Stock	M	1500	$36.41	Acquired	9447	Direct
2015-07-30	Common Stock	M	1796	$30.08	Acquired	11243	Direct
2015-07-30	Common Stock	S	1000	$43.024	Disposed	10243	Direct
2015-07-30	Common Stock	S	966	$43.028	Disposed	9277	Direct
2015-07-30	Common Stock	S	900	$43.044	Disposed	8377	Direct
2015-07-30	Common Stock	S	966	$43.052	Disposed	7411	Direct
2015-07-30	Common Stock	S	900	$43.04	Disposed	6511	Direct
2015-07-30	Common Stock	S	1017	$43.055	Disposed	5494	Direct
2015-07-30	Common Stock	S	946	$43.039	Disposed	4548	Direct
2015-07-30	Common Stock	S	1500	$43.052	Disposed	3048	Direct
2015-07-30	Common Stock	S	1796	$43.041	Disposed	1252	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-07-29	Outside Director Stock Options	$26.73	M	100	Disposed	2021-09-21	Common Stock (100)	Direct
2015-07-29	Outside Director Stock Options	$36.41	M	100	Disposed	2015-09-21	Common Stock (100)	Direct
2015-07-29	Outside Director Stock Options	$30.08	M	100	Disposed	2016-09-20	Common Stock (100)	Direct
2015-07-30	Outside Director Stock Options	$36.21	M	1000	Disposed	2017-09-19	Common Stock (1000)	Direct
2015-07-30	Outside Director Stock Option	$27.93	M	966	Disposed	2018-09-24	Common Stock (966)	Direct
2015-07-30	Outside Director Stock Options	$24.54	M	900	Disposed	2019-09-23	Common Stock (900)	Direct
2015-07-30	Outside Director Stock Options	$25.61	M	966	Disposed	2020-09-22	Common Stock (966)	Direct
2015-07-30	Outside Director Stock Options	$26.73	M	900	Disposed	2021-09-21	Common Stock (900)	Direct
2015-07-30	Outside Director Stock Options	$33.39	M	1017	Disposed	2022-09-19	Common Stock (1017)	Direct
2015-07-30	Outside Director Stock Options	$30.56	M	946	Disposed	2023-09-18	Common Stock (946)	Direct
2015-07-30	Outside Director Stock Options	$36.41	M	1500	Disposed	2015-09-21	Common Stock (1500)	Direct
2015-07-30	Outside Director Stock Options	$30.08	M	1796	Disposed	2016-09-20	Common Stock (1796)	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 $43.00 to $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 (1) to this Form 4.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.00 to $43.05, 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: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.00 to $43.12, 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 $43.00 to $43.18, 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 $43.00 to $43.17, 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 $43.00 to $43.16, 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.