SCHOLASTIC CORP — Director's Dealing 2016

Aug 24, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCHOLASTIC CORP (SCHL)
CIK: 0000866729
Period of Report: 2016-08-19

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-07-18	Common Stock	G	8600	—	Disposed	4390978	Direct
2016-08-19	Common Stock	M	17758	$22.81	Acquired	4408736	Direct
2016-08-19	Common Stock	S	17758	$40.681	Disposed	4390978	Direct
2016-08-22	Common Stock	M	400	$22.81	Acquired	4391378	Direct
2016-08-22	Common Stock	S	400	$40.51	Disposed	4390978	Direct
2016-08-23	Common Stock	M	17862	$22.81	Acquired	4408840	Direct
2016-08-23	Common Stock	I	17862	$40.595	Disposed	4390978	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-08-19	Employee Stock Options (right to buy)	$22.81	M	17758	Disposed	2020-08-07	Common Stock (17758)	Direct
2016-08-22	Employee Stock Options (right to buy)	$22.81	M	400	Disposed	2020-08-27	Common Stock (400)	Direct
2016-08-23	Employee stock options (right to buy)	$22.81	M	17862	Disposed	2020-08-27	Common Stock (17862)	Direct

Footnotes

F1: Represents the closing price on the day of gift.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.58-40.79, 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 $40.32-40.56, 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: See Exhibit 99.1

F5: Employee stock options vest ratably over a four year period beginning with the first anniversary after the date of grant