SEC Form 4 · accession 0001104659-15-055470

SCHOLASTIC CORP · SCHL

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Richard Robinson

Officer — CEO, Chairman and President · Director · 10% Owner

Period of report

Jul 30, 2015

Accepted (ET)

Aug 3, 2015 · 8:39 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000866729

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Class A Stock^F1	Jul 30, 2015	M	35,000	$36.41	A	4,529,154	D
Class A Stock^F2	Jul 30, 2015	J	35,000	$36.41	D	4,494,154	D
Common Stock^F2	Jul 30, 2015	J	35,000	$36.41	A	4,529,154	D
Common Stock^F3	Jul 30, 2015	S	5,000	$42.957	D	4,524,154	D
Common Stock^F4	Jul 30, 2015	S	5,000	$43.046	D	4,519,154	D
Common Stock^F5	Jul 30, 2015	S	10,000	$42.999	D	4,509,154	D
Common Stock^F6	Jul 30, 2015	S	5,000	$43.105	D	4,504,154	D
Common Stock^F7	Jul 30, 2015	S	5,000	$43.064	D	4,499,154	D
Common Stock^F8	Jul 30, 2015	S	5,000	$43.146	D	4,494,154	D
Class A Stcok^F1	Jul 31, 2015	M	19,582	$36.41	A	4,513,736	D
Class A Stcok^F2	Jul 31, 2015	J	19,582	$36.41	D	4,494,154	D
Common Stock^F2	Jul 31, 2015	J	19,582	$36.41	A	4,513,736	D
Common Stock	Jul 31, 2015	S	8,000	$42.99	D	4,505,736	D
Common Stock^F9	Jul 31, 2015	S	3,582	$43.091	D	4,502,154	D
Common Stock^F10,F11	Jul 31, 2015	S	8,000	$43.07	D	4,494,154	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Employee Stock Options (right to buy)^F12	$36.41	Jul 30, 2015	M	35,000	D	—	Sep 21, 2015	Class A Stock	35,000	284,600	D
Employee Stock Options (right to buy)^F12	$36.41	Jul 31, 2015	M	19,582	D	—	Sep 21, 2015	Class A Stock	19,582	265,018	D

Explanation of responses

F1Represents the exercise of stock options due to expire on September 21, 2015.
F10The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.06 to $43.09, inclusive. The reporting person undertakes to provide to Scholastic Corporation, any holder 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 (10) to this Form 4.
F11See Exhibit 99.1.
F12Employee stock options vest ratably over a four year period beginning with the first anniversary of the date of grant.
F2Represents the conversion of Class A Stock to Common Stock.
F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.95 to $42.98, inclusive. The reporting person undertakes to provide to Scholastic Corporation, any holder 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 (3) to this Form 4.
F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.04 to $43.10, inclusive. The reporting person undertakes to provide to Scholastic Corporation, any holder 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 (4) to this Form 4.
F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.99 to $43.07, inclusive. The reporting person undertakes to provide to Scholastic Corporation, any holder 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 (5) to this Form 4.
F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.09 to $43.15, inclusive. The reporting person undertakes to provide to Scholastic Corporation, any holder 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 (6) to this Form 4.
F7The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.06 to $43.10, inclusive. The reporting person undertakes to provide to Scholastic Corporation, any holder 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 (7) to this Form 4.
F8The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.14 to $43.16, inclusive. The reporting person undertakes to provide to Scholastic Corporation, any holder 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 (8) to this Form 4.
F9The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.09 to $43.10 inclusive. The reporting person undertakes to provide to Scholastic Corporation, any holder 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 (9) to this Form 4.