SEC Form 4 · accession 0001179110-15-012009
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
Aug 10, 2015
Accepted (ET)
Aug 12, 2015 · 4:20 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 | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A StockF1 | Aug 10, 2015 | M | 42,000 | $36.41 | A | 4,536,154 | D | |
| Class A StockF2 | Aug 10, 2015 | J | 42,000 | $36.41 | D | 4,494,154 | D | |
| Common StockF2 | Aug 10, 2015 | J | 42,000 | $36.41 | A | 4,536,154 | D | |
| Common Stock | Aug 10, 2015 | S | 7,000 | $43.29 | D | 4,529,154 | D | |
| Common Stock | Aug 10, 2015 | S | 7,000 | $43.34 | D | 4,522,154 | D | |
| Common Stock | Aug 10, 2015 | S | 7,000 | $43.14 | D | 4,515,154 | D | |
| Common Stock | Aug 10, 2015 | S | 7,000 | $43.19 | D | 4,508,154 | D | |
| Common Stock | Aug 10, 2015 | S | 7,000 | $43.24 | D | 4,501,154 | D | |
| Common StockF3 | Aug 10, 2015 | S | 7,000 | $43.147 | D | 4,494,154 | D | |
| Class A StockF1 | Aug 11, 2015 | M | 6,900 | $36.41 | A | 4,501,054 | D | |
| Class A StockF2 | Aug 11, 2015 | J | 6,900 | $36.41 | D | 4,494,154 | D | |
| Common StockF2 | Aug 11, 2015 | J | 6,900 | $36.41 | A | 4,501,054 | D | |
| Common Stock | Aug 11, 2015 | S | 100 | $43.24 | D | 4,500,954 | D | |
| Common StockF4,F5 | Aug 11, 2015 | S | 6,800 | $43.192 | 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 Option (right to buy)F6 | $36.41 | Aug 10, 2015 | M | 42,000 | D | — | Sep 21, 2015 | Class A Stock | 42,000 | 106,450 | D |
| Employee Stock Option (right to buy)F6 | $36.41 | Aug 11, 2015 | M | 6,900 | D | — | Sep 21, 2015 | Common Stock | 6,900 | 99,550 | D |
Explanation of responses
- F1Represents the exercise of stock options due to expire on September 21, 2015.
- 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 $43.14-$43.20, 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 $43.19-$43.24, 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.
- F5See Exhibit 99.1
- F6Employee stock options vest ratably over a four year period beginning with the first anniversary of the date of grant.