SCHOLASTIC CORP — Director's Dealing 2017

Sep 6, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCHOLASTIC CORP (SCHL)
CIK: 0000866729
Period of Report: 2017-09-01

Reporting Person: Boyko Alan J (President, Schl Book Fairs)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-09-05	Common Stock	M	3396	$39.34	Acquired	36600	Direct
2017-09-05	Common Stock	F	901	$39.34	Disposed	35699	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-09-01	Restricted Stock Units	$	A	6693	Acquired	2020-09-01	Common Stock (6693)	Direct
2017-09-05	Restricted Stock Units	$	M	5028	Disposed	2017-09-02	Common Stock (5028)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4382	Indirect

Footnotes

F1: Restricted stock units ("RSUs") acquired by the reporting person on 9/2/14 under the MSPP in lieu of cash bonus; converted into shares of Common Stock on a one-for-one basis on 9/5/17, the first business day following expiration of the deferral period selected by the reporting person. RSU price is equal to 75% of the lowest closing price for the underlying Common Stock in the fiscal quarter ended August 31, 2014.

F2: Acquired under the Scholastic Corporation Management Stock Purchase Plan in lieu of cash bonus; to be converted into shares of Common Stock on a one-for-one basis upon expiration of the deferral period selected by the reporting person. Vests on third anniversary of the award date. Price is equal to 75% of the lowest closing price for the underlying Common Stock in the fiscal quarter ended August 31, 2017.