SCHOLASTIC CORP — Director's Dealing 2017

Dec 21, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCHOLASTIC CORP (SCHL)
CIK: 0000866729
Period of Report: 2017-12-18

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-12-18	Common Stock	S	3500	$40.33	Disposed	27238	Indirect
2017-12-18	Common Stock	J	697	$40.105	Disposed	4364236	Direct
2017-12-18	Common Stock	G	680	—	Disposed	4364236	Direct

Footnotes

F1: Represents a sale of shares by the reporting person's son whose shares are included as indirectly owned by the reporting person.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.30-$40.36, 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 27,238 shares are included in the 4,364,236 shares reported in column 5 and on exhibit 99.1.

F4: Represents the sale of shares under a mandatory required distribution in the 401(k) Plan.

F5: Includes an increase in number of shares in the 401(k) Plan since the last report relating to the 401(k) Plan.

F6: Represents a gift of 340 shares to each of his sons, which shares continue to be deemed beneficially owned by the reporting person.

F7: See Exhibit 99.1.