SCHOLASTIC CORP — Director's Dealing 2017

Jan 6, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCHOLASTIC CORP (SCHL)
CIK: 0000866729
Period of Report: 2017-01-04

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-04	Class A Stock	M	2000	$36.21	Acquired	4354680	Direct
2017-01-04	Class A Stock	J	2000	$36.21	Disposed	4352680	Direct
2017-01-04	Common Stock	J	2000	$36.21	Acquired	4354680	Direct
2017-01-04	Common Stock	S	2000	$47.32	Disposed	4352680	Direct
2017-01-05	Class A Stock	M	580	$36.21	Acquired	4353260	Direct
2017-01-05	Class A Stock	J	580	$36.21	Disposed	4352680	Direct
2017-01-05	Common Stock	J	580	$36.21	Acquired	4353260	Direct
2017-01-05	Common Stock	S	580	$47.45	Disposed	4352680	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-04	Employee Stock Option (right to buy)	$36.21	M	2000	Disposed	2017-09-19	Class A Stock (2000)	Direct
2017-01-05	Employee Stock Option (right to buy)	$36.21	M	580	Disposed	2017-09-19	Class A Stock (580)	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: Employee stock options vest ratably over a four year period beginning with the first anniversary after the date of grant.

F4: See Exhibit 99.1.