SCHOLASTIC CORP — Director's Dealing 2018

Sep 5, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCHOLASTIC CORP (SCHL)
CIK: 0000866729
Period of Report: 2018-09-04

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-09-04	Common Stock	M	39911	$41.78	Acquired	4399783	Direct
2018-09-04	Common Stock	F	20303	$41.78	Disposed	4379480	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-09-04	Restricted Stock Units	$	M	39911	Disposed	2018-09-04	Common Stock (39911)	Direct
2018-09-04	Restricted Stock Units	$	A	3381	Acquired	2021-09-04	Common Stock (3381)	Direct

Footnotes

F1: Restricted stock units ("RSUs") acquired by the reporting person on 9/1/2015 under the MSPP in lieu of cash bonus; converted into shares of Common Stock on a one-for-one basis on 9/4/2018, 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: Includes increase in number of shares in the 401(k) Plan since the last report relating to the 401(k) Plan. See Exhibit 99.1.

F3: 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, 2018.