SEC Form 4 · accession 0001179110-16-023128
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
Apr 13, 2016
Accepted (ET)
Apr 15, 2016 · 6:42 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 | Apr 13, 2016 | M | 55,000 | $30.08 | A | 4,453,650 | D | |
| Class A StockF2 | Apr 13, 2016 | J | 55,000 | $30.08 | D | 4,398,650 | D | |
| Common StockF2 | Apr 13, 2016 | J | 55,000 | $30.08 | A | 4,453,650 | D | |
| Common StockF3 | Apr 13, 2016 | S | 55,000 | $37.425 | D | 4,398,650 | D | |
| Class A StockF1 | Apr 14, 2016 | M | 55,000 | $30.08 | A | 4,453,650 | D | |
| Class A StockF2 | Apr 14, 2016 | J | 55,000 | $30.08 | D | 4,398,650 | D | |
| Common StockF2 | Apr 14, 2016 | J | 55,000 | $30.08 | A | 4,453,650 | D | |
| Common StockF4 | Apr 14, 2016 | S | 55,000 | $37.2668 | D | 4,398,650 | D | |
| Class A StockF1 | Apr 15, 2016 | M | 55,328 | $30.08 | A | 4,453,978 | D | |
| Class A StockF2 | Apr 15, 2016 | J | 55,328 | $30.08 | D | 4,398,650 | D | |
| Common StockF2 | Apr 15, 2016 | J | 55,328 | $30.08 | A | 4,453,978 | D | |
| Common StockF5,F7 | Apr 15, 2016 | S | 55,328 | $37.0472 | D | 4,398,650 | 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)F6 | $30.08 | Apr 13, 2016 | M | 55,000 | D | — | Sep 20, 2016 | Class A Stock | 55,000 | 278,000 | D |
| Employee Stock Options (right to buy)F6 | $30.08 | Apr 14, 2016 | M | 55,000 | D | — | Sep 20, 2016 | Class A Stock | 55,000 | 223,000 | D |
| Employee Stock Options (right to buy)F6 | $30.08 | Apr 15, 2016 | M | 55,328 | D | — | Sep 20, 2016 | Class A Stock | 55,328 | 167,672 | D |
Explanation of responses
- F1Represents the exercise of Class A stock options due to expire on September 20, 2016.
- 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 $37.04-$37.73, 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 $37.17-$37.64, 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 $37.00-$37.31, 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.
- F6Employee stock options vest ratably over a four year period beginning with the first anniversary after the date of grant.
- F7See Exhibit 99.1