SCHOLASTIC CORP — Director's Dealing 2018

Apr 17, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCHOLASTIC CORP (SCHL)
CIK: 0000866729
Period of Report: 2018-04-13

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-04-13	Common Stock	S	3000	$39.95	Disposed	25632	Indirect
2018-04-13	Common Stock	M	10000	$22.81	Acquired	4371728	Direct
2018-04-13	Common Stock	S	10000	$40.05	Disposed	4361728	Direct
2018-04-16	Common Stock	M	20000	$22.81	Acquired	4381728	Direct
2018-04-16	Common Stock	S	20000	$40.50	Disposed	4361728	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-04-13	Employee stock option (right to buy)	$22.81	M	10000	Disposed	2020-08-27	Common Stock (10000)	Direct
2018-04-16	Employee stock option (right to buy)	$22.81	M	20000	Disposed	2020-08-27	Common Stock (20000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	27238	Indirect

Footnotes

F1: Represents a sale of shares by the reporting person's son whose shares are included as indirectly owned by the reporting person.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.94-$39.98, inclusive. The reporting person undertakes to provide to Scholastic Corporation, any holder of Scholastic Corporation stock 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 (2) to this Form 4.

F3: The 25,632 shares owned by one son and 27,238 shares owned by another son are included in the shares reported in column 5 and on Exhibit 99.1. The aggregate number reported in column 5 and on Exhibit 99.1 has been modified to correct a clerical error in the counting of the shares held by the reporting person's sons.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.00-$40.12, inclusive. The reporting person undertakes to provide to Scholastic Corporation, any holder of Scholastic Corporation stock 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: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.35-$40.60, inclusive. The reporting person undertakes to provide to Scholastic Corporation, any holder of Scholastic Corporation stock 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 (5) to this Form 4.

F6: See Exhibit 99.1.

F7: Employee stock options vest ratably over a four year period beginning with the first anniversary after the date of grant.