SCHOLASTIC CORP — Director's Dealing 2017

May 9, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCHOLASTIC CORP (SCHL)
CIK: 0000866729
Period of Report: 2017-05-05

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-05	Class A Stock	M	52745	$36.21	Acquired	4401141	Direct
2017-05-05	Class A Stock	J	52745	$36.21	Disposed	4348396	Direct
2017-05-05	Common Stock	J	52745	$36.21	Acquired	4401141	Direct
2017-05-05	Common Stock	S	52745	$43.136	Disposed	4348396	Direct
2017-05-08	Class A Stock	M	400	$36.21	Acquired	4348796	Direct
2017-05-08	Class A Stock	J	400	$36.21	Disposed	4348396	Direct
2017-05-08	Common Stock	J	400	$36.21	Acquired	4348796	Direct
2017-05-08	Common Stock	S	400	$43.03	Disposed	4348396	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-05	Employee Stock Option (right to buy)	$36.21	M	52745	Disposed	2017-09-19	Class A Stock (52745)	Direct
2017-05-08	Employee stock option (right to buy)	$36.21	M	400	Disposed	2017-09-19	Class A Stock (400)	Direct

Footnotes

F1: Represents the exercise of stock options due to expire on September 19, 2017.

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

F3: The sale of shares was made pursuant to a 10b5-1 plan. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.00-$43.60, 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 sale of shares was made pursuant to a 10b5-1 plan. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.00-$43.10, 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: See Exhibit 99.1.

F6: Employee stock options vest ratably over a four year period beginning with the first anniversary after the date of grant.