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: OCONNELL MAUREEN (EVP, CAO & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-09-20	Common Stock	F	898	$39.21	Disposed	42214	Direct
2016-09-20	Common Stock	A	5362	$39.16	Acquired	47576	Direct
2016-09-21	Common Stock	F	622	$38.56	Disposed	46954	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	39613	Acquired	2026-09-20	Common Stock (39613)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	25	Indirect

Footnotes

F1: Represents shares withheld to cover taxes owed upon the vesting of 1,740 restricted stock units.

F2: Represents shares withheld to cover taxes owed upon the vesting of 1,205 restricted stock units.

F3: The grant becomes exercisable in four equal annual installments beginning with the first anniversary of the date of grant.