Sec Form 4 Filing - ROBINSON RICHARD @ SCHOLASTIC CORP - 2018-04-02

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
ROBINSON RICHARD
2. Issuer Name and Ticker or Trading Symbol
SCHOLASTIC CORP [ SCHL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CEO, Chairman and President
(Last) (First) (Middle)
C/O CORPORATE SECRETARY, SCHOLASTIC CORP, 557 BROADWAY
3. Date of Earliest Transaction (MM/DD/YY)
04/02/2018
(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
Class A Stock 04/02/2018 M 3,405 ( 1 ) A $ 27.93 4,358,433 D
Class A Stock 04/02/2018 J 3,405 ( 2 ) D $ 27.93 4,355,028 D
Common Stock 04/02/2018 J 3,405 ( 2 ) A $ 27.93 4,358,433 D
Common Stock 04/02/2018 S 3,405 D $ 38.55 ( 3 ) 4,355,028 D
Class A Stock 04/03/2018 M 5,364 ( 1 ) A $ 27.93 4,360,392 D
Class A Stock 04/03/2018 J 5,364 ( 2 ) D $ 27.93 4,355,028 D
Common Stock 04/03/2018 J 5,364 ( 2 ) A $ 27.93 4,360,392 D
Common Stock 04/03/2018 S 5,364 D $ 38.4 4,355,028 ( 4 ) D
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 Option (right to buy) $ 27.93 04/02/2018 M 3,405 ( 5 ) 09/24/2018 Class A Stock 3,405 $ 0 168,046 D
Employee stock option (right to buy) $ 27.93 04/03/2018 M 5,364 ( 5 ) 09/24/2018 Class A Stock 5,364 $ 0 162,682 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ROBINSON RICHARD
C/O CORPORATE SECRETARY, SCHOLASTIC CORP
557 BROADWAY
NEW YORK, NY10012
X X CEO, Chairman and President
Signatures
Richard Robinson, by Teresa M. Connelly, attorney-in-fact 04/04/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the exercise of stock options due to expire on September 24, 2018.
( 2 )Represents the conversion of Class A Stock to Common Stock.
( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.55-$38.56, 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.
( 4 )See Exhibit 99.1 for a summary of holdings.
( 5 )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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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