SCHOLASTIC CORP — Director's Dealing 2016

Jul 12, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCHOLASTIC CORP (SCHL)
CIK: 0000866729
Period of Report: 2016-07-07

Reporting Person: OCONNELL MAUREEN (EVP, CAO & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-07-07	Common Stock	M	6000	$22.81	Acquired	51818	Direct
2016-07-07	Common Stock	S	6000	$40.00	Disposed	45818	Direct
2016-07-07	Common Stock	M	4909	$28.18	Acquired	50727	Direct
2016-07-07	Common Stock	S	4909	$40.00	Disposed	45818	Direct
2016-07-07	Common Stock	M	23289	$30.17	Acquired	69107	Direct
2016-07-07	Common Stock	S	23289	$40.00	Disposed	45818	Direct
2016-07-08	Common Stock	M	12856	$28.18	Acquired	58674	Direct
2016-07-08	Common Stock	S	12856	$40.002	Disposed	45818	Direct
2016-07-11	Common Stock	M	9472	$28.18	Acquired	55290	Direct
2016-07-11	Common Stock	S	9472	$40.00	Disposed	45518	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-07-07	Employee Stock Option (right to buy)	$22.81	M	6000	Disposed	2020-08-27	Common Stock (6000)	Direct
2016-07-07	Employee stock option (right to buy)	$28.18	M	4909	Disposed	2021-10-07	Common Stock (4909)	Direct
2016-07-07	Employee stock option (right to buy)	$30.17	M	23289	Disposed	2023-09-17	Common Stock (23289)	Direct
2016-07-08	Employee stock option (right to buy)	$28.18	M	12856	Disposed	2021-10-07	Common Stock (12856)	Direct
2016-07-11	Employee stock option (right to buy)	$28.18	M	9472	Disposed	2021-10-07	Common Stock (9472)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	25	Indirect

Footnotes

F1: Sales were made pursuant to a 10b5-1 plan.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.00 to $40.04, 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: Employee stock options vest ratably over a four year period beginning with the first anniversary after the date of grant