SEC Form 4 · accession 0001179110-15-012376
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 17, 2015
Accepted (ET)
Aug 19, 2015 · 5:49 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 17, 2015 | M | 42,612 | $36.41 | A | 4,536,766 | D | |
| Class A StockF2 | Aug 17, 2015 | J | 42,612 | $36.41 | D | 4,494,154 | D | |
| Common StockF2 | Aug 17, 2015 | J | 42,612 | $36.41 | A | 4,536,766 | D | |
| Common StockF3 | Aug 17, 2015 | S | 7,000 | $43.079 | D | 4,529,766 | D | |
| Common StockF4 | Aug 17, 2015 | S | 7,000 | $43.115 | D | 4,522,766 | D | |
| Common StockF5 | Aug 17, 2015 | S | 7,000 | $43.258 | D | 4,515,766 | D | |
| Common Stock | Aug 17, 2015 | S | 5,000 | $42.97 | D | 4,510,766 | D | |
| Common Stock | Aug 17, 2015 | S | 5,000 | $43.01 | D | 4,505,766 | D | |
| Common Stock | Aug 17, 2015 | S | 11,612 | $43.13 | D | 4,494,154 | D | |
| Common Stock | Aug 18, 2015 | M | 2,003 | $19.33 | A | 4,496,157 | D | |
| Common StockF6 | Aug 18, 2015 | S | 800 | $43.546 | D | 4,495,357 | D | |
| Common StockF7 | Aug 18, 2015 | S | 300 | $43.60 | D | 4,495,057 | D | |
| Common StockF8 | Aug 18, 2015 | S | 903 | $43.45 | 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)F9 | $36.41 | Aug 17, 2015 | M | 42,612 | D | — | Sep 21, 2015 | Class A Stock | 42,612 | 0 | D |
| Employee Stock Option (right to buy)F9 | $19.33 | Aug 18, 2015 | M | 2,003 | D | — | Jul 22, 2019 | Common Stock | 2,003 | 47,997 | 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 $43.07-$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 (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 $43.11-$43.13 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 $43.16-$43.48 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 $43.52-$43.56 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 $43.59-$43.60 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
- F8See Exhibit 99.1
- F9Employee stock options vest ratably over a four year period beginning with the first anniversary after the date of grant.