SEC Form 4 · accession 0001179110-15-013159
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
Sep 4, 2015
Accepted (ET)
Sep 9, 2015 · 6:55 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 |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Sep 4, 2015 | M | 44,247 | $42.42 | A | 4,538,401 | D | |
| Common StockF1 | Sep 4, 2015 | F | 23,659 | $42.42 | D | 4,514,742 | D | |
| Common Stock | Sep 8, 2015 | M | 35,000 | $22.81 | A | 4,549,742 | D | |
| Common StockF2,F3,F4 | Sep 8, 2015 | S | 35,000 | $43.617 | D | 4,514,742 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1 | — | Sep 4, 2015 | M | 44,247 | D | Sep 4, 2015 | Sep 4, 2015 | Common Stock | 44,247 | 0 | D |
| Employee Stock Options (right to buy)F5 | $22.81 | Sep 8, 2015 | M | 35,000 | D | — | Aug 27, 2020 | Common Stock | 35,000 | 151,832 | D |
Explanation of responses
- F1Restricted stock units ("RSUs") acquired by the reporting person on 9/1/12 under the MSPP in lieu of cash bonus; converted into shares of Common Stock on a one-for-one basis on 9/4/2015, the first business day following expiration of the deferral period selected by the reporting person. RSU price is equal to 75% of the lowest closing price for the underlying Common Stock in the fiscal quarter ended August 31, 2012.
- F2Sales were made pursuant to a 10b5-1 plan.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.03-$43.11, 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.
- F4See Exhibit 99.1
- F5Employee stock options vest ratably over a four year period beginning with the first anniversary after the date of grant.