SCHOLASTIC CORP — Director's Dealing 2016

Apr 20, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCHOLASTIC CORP (SCHL)
CIK: 0000866729
Period of Report: 2016-04-18

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-04-18	Class A Stock	M	31265	$30.08	Acquired	4429915	Direct
2016-04-18	Class A Stock	J	31265	$30.08	Disposed	4398650	Direct
2016-04-18	Common Stock	J	31265	$30.08	Acquired	4429915	Direct
2016-04-18	Common Stock	S	31265	$37.08	Disposed	4398650	Direct
2016-04-19	Class A Stock	M	50000	$30.08	Acquired	4448650	Direct
2016-04-19	Class A Stock	J	50000	$30.08	Disposed	4398650	Direct
2016-04-19	Common Stock	J	50000	$30.08	Acquired	4448650	Direct
2016-04-19	Common Stock	S	50000	$37.1592	Disposed	4398650	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-04-18	Employee Stock Options (right to buy)	$30.08	M	31265	Disposed	2016-09-20	Class A Stock (31265)	Direct
2016-04-19	Employee Stock Options (right to buy)	$30.08	M	50000	Disposed	2016-09-20	Class A Stock (50000)	Direct

Footnotes

F1: Represents the exercise of Class A stock options due to expire on September 20, 2016.

F2: Represents the conversion of Class A Stock to Common Stock.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.06-$37.17, 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: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.10-$37.31, 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 (4) to this Form 4.

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

F6: See Exhibit 99.1