SCHOLASTIC CORP — Director's Dealing 2017

Apr 26, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCHOLASTIC CORP (SCHL)
CIK: 0000866729
Period of Report: 2017-04-21

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-04-21	Class A Stock	M	14865	$36.21	Acquired	4363261	Direct
2017-04-21	Class A Stock	J	14865	$36.21	Disposed	4348396	Direct
2017-04-21	Common Stock	J	14865	$36.21	Acquired	4363261	Direct
2017-04-21	Common Stock	S	14865	$43.827	Disposed	4348396	Direct
2017-04-21	Class A Stock	M	6467	$36.21	Acquired	4354863	Direct
2017-04-21	Class A Stock	J	6467	$36.21	Disposed	4348396	Direct
2017-04-21	Common Stock	J	6467	$36.21	Acquired	4354863	Direct
2017-04-21	Common Stock	S	6467	$43.759	Disposed	4348396	Direct
2017-04-24	Class A Stock	M	3510	$27.93	Acquired	4351906	Direct
2017-04-24	Class A Stock	J	3510	$27.93	Disposed	4348396	Direct
2017-04-24	Common Stock	J	3510	$27.93	Acquired	4351906	Direct
2017-04-24	Common Stock	S	3510	$43.71	Disposed	4348396	Direct
2017-04-25	Class A Stock	M	73839	$27.93	Acquired	4422235	Direct
2017-04-25	Class A Stock	J	73839	$27.93	Disposed	4348396	Direct
2017-04-25	Common Stock	J	73839	$27.93	Acquired	4422235	Direct
2017-04-25	Common Stock	S	73839	$43.476	Disposed	4348396	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-04-21	Employee Stock Option (right to buy)	$36.21	M	21332	Disposed	2017-09-19	Class A Stock (21332)	Direct
2017-04-24	Employee stock option (right to buy)	$27.93	M	3510	Disposed	2018-09-24	Class A Stock (3510)	Direct
2017-04-25	Employee Stock Option (right to buy)	$27.93	M	73839	Disposed	2018-09-24	Class A Stock (73839)	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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.79-$44.00, 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 $43.70-$43.81, 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: Represents the exercise of stock options due to expire on September 24, 2018.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.70-$43.74, 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 (6) to this Form 4.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.40-$43.51, 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 (7) to this Form 4.

F8: Includes 742 shares purchased by the reporting person since the last filing under the Scholastic Corporation 401(k)Plan.

F9: See Exhibit 99.1.

F10: Employee stock options vest ratably over a four year period beginning with the first anniversary after the date of grant.