Sec Form 4 Filing - Boyko Alan J @ SCHOLASTIC CORP - 2017-12-06

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Boyko Alan J
2. Issuer Name and Ticker or Trading Symbol
SCHOLASTIC CORP [ SCHL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President, Schl Book Fairs
(Last) (First) (Middle)
C/O CORPORATE SECRETARY, SCHOLASTIC CORP, 557 BROADWAY
3. Date of Earliest Transaction (MM/DD/YY)
12/06/2017
(Street)
NEW YORK, NY10012
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/06/2017 M 6,311 A $ 30.17 43,557 D
Common Stock 12/06/2017 S 6,311 ( 1 ) D $ 42 ( 2 ) 37,246 D
Common Stock 12/06/2017 M 1,016 A $ 30.17 38,262 D
Common Stock 12/06/2017 S 1,016 ( 1 ) D $ 42 ( 2 ) 37,246 D
Common Stock 4,465 I In 401(k)Plan
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Options (right to buy) $ 30.17 12/06/2017 M 6,311 ( 3 ) 09/17/2023 Common Stock 6,311 $ 0 14,676 D
Employee stock options (right to buy) $ 30.17 12/06/2017 M 1,016 ( 3 ) 09/17/2023 Common Stock 1,016 $ 0 7,130 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Boyko Alan J
C/O CORPORATE SECRETARY, SCHOLASTIC CORP
557 BROADWAY
NEW YORK, NY10012
President, Schl Book Fairs
Signatures
Alan J. Boyko, by Teresa M. Connelly, Attorney-in-fact 12/08/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Sales were made pursuant to a 10b5-1 plan.
( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.00-$42.01, inclusive. The reporting person undertakes to provide to Scholastic Corporation, any shareholder 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 (2) to this Form 4.
( 3 )Employee stock options vest ratably over a four year period beginning with the first anniversary after the date of grant

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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