SCHOLASTIC CORP — Director's Dealing 2018

Apr 6, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-04-04	Class A Stock	M	11344	$27.93	Acquired	4366372	Direct
2018-04-04	Class A Stock	J	11344	$27.93	Disposed	4355028	Direct
2018-04-04	Common Stock	J	11344	$27.93	Acquired	4366372	Direct
2018-04-04	Common Stock	S	2071	$38.51	Disposed	4364301	Direct
2018-04-04	Common Stock	S	9273	$38.40	Disposed	4355028	Direct
2018-04-05	Class A Stock	M	30401	$27.93	Acquired	4385429	Direct
2018-04-05	Class A Stock	J	30401	$27.93	Disposed	4355028	Direct
2018-04-05	Common Stock	J	30401	$27.93	Acquired	4385429	Direct
2018-04-05	Common Stock	S	30000	$38.50	Disposed	4355429	Direct
2018-04-05	Common Stock	S	401	$38.80	Disposed	4355028	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-04-04	Employee Stock Option (right to buy)	$27.93	M	11344	Disposed	2018-09-24	Class A Stock (11344)	Direct
2018-04-05	Employee stock options (right to buy)	$27.93	M	30401	Disposed	2018-09-24	Class A Stock (30401)	Direct

Footnotes

F1: Represents the exercise of stock options due to expire on September 24, 2018.

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 $38.50-$38.58, 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 (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 $38.80-38.81, 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: See Exhibit 99.1 for a summary of holdings.

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