SEC Form 4 · accession 0001179110-16-023223
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 18, 2016
Accepted (ET)
Apr 19, 2016 · 8:17 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 18, 2016 | M | 31,265 | $30.08 | A | 4,429,915 | D | |
| Class A StockF2 | Apr 18, 2016 | J | 31,265 | $30.08 | D | 4,398,650 | D | |
| Common StockF2 | Apr 18, 2016 | J | 31,265 | $30.08 | A | 4,429,915 | D | |
| Common StockF3 | Apr 18, 2016 | S | 31,265 | $37.08 | D | 4,398,650 | D | |
| Class A StockF1 | Apr 19, 2016 | M | 50,000 | $30.08 | A | 4,448,650 | D | |
| Class A StockF2 | Apr 19, 2016 | J | 50,000 | $30.08 | D | 4,398,650 | D | |
| Common StockF2 | Apr 19, 2016 | J | 50,000 | $30.08 | A | 4,448,650 | D | |
| Common StockF4,F6 | Apr 19, 2016 | S | 50,000 | $37.1592 | 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)F5 | $30.08 | Apr 18, 2016 | M | 31,265 | D | — | Sep 20, 2016 | Class A Stock | 31,265 | 136,407 | D |
| Employee Stock Options (right to buy)F5 | $30.08 | Apr 19, 2016 | M | 50,000 | D | — | Sep 20, 2016 | Class A Stock | 50,000 | 86,407 | 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 $37.06-$37.17, 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 $37.10-$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 (4) to this Form 4.
- F5Employee stock options vest ratably over a four year period beginning with the first anniversary after the date of grant.
- F6See Exhibit 99.1