SCHOLASTIC CORP — Director's Dealing 2016

Dec 20, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCHOLASTIC CORP (SCHL)
CIK: 0000866729
Period of Report: 2016-12-19

Reporting Person: DAVIES JOHN L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-19	Common Stock	S	2216	$47.614	Disposed	1089	Direct
2016-12-19	Common Stock	M	2308	$33.53	Acquired	3397	Direct
2016-12-19	Common Stock	S	2308	$47.747	Disposed	1089	Direct
2016-12-19	Common Stock	M	1719	$43.56	Acquired	2808	Direct
2016-12-19	Common stock	S	1719	$47.725	Disposed	1089	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-19	Outside Director Stock Option (right to buy)	$33.53	M	2308	Disposed	2024-09-24	Common Stock (2308)	Direct
2016-12-19	Outside Director Stock Option (right to buy)	$43.56	M	1719	Disposed	2025-09-21	Common Stock (1719)	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 $47.55 to $47.65, 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 $47.67 to $47.88, 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 $47.70 to $47.73, 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.