SCHOLASTIC CORP — Director's Dealing 2016

Sep 22, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCHOLASTIC CORP (SCHL)
CIK: 0000866729
Period of Report: 2016-09-20

Reporting Person: NEWMAN JUDITH (EVP, President, Book Clubs)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-09-20	Common Stock	F	520	$39.21	Disposed	22271	Direct
2016-09-20	Common Stock	F	302	$39.21	Disposed	21969	Direct
2016-09-20	Common Stock	A	2681	$39.16	Acquired	24650	Direct
2016-09-21	Common Stock	F	223	$38.56	Disposed	24427	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-09-20	Employee stock option (right to buy)	$39.16	A	19806	Acquired	2026-09-20	Common Stock (19806)	Direct

Footnotes

F1: Represents shares withheld to cover taxes owed upon the vesting of 1,500 restricted stock units.

F2: Represents shares withheld to cover taxes owed upon the vesting of 870 restricted stock units.

F3: Represents shares withheld to cover taxes owed upon the vesting of 602 restricted stock units.

F4: The grant becomes exercisable in four equal annual installments beginning with the first anniversary of the date of grant.