SEC Form 4 · accession 0001179110-16-033317

SCHOLASTIC CORP · SCHL

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Maureen Oconnell

Officer — EVP, CAO & CFO

Period of report

Dec 19, 2016

Accepted (ET)

Dec 20, 2016 · 5:26 pm EST

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 Stock	Dec 19, 2016	M	11,645	$30.17	A	57,799	D
Common Stock^F1	Dec 19, 2016	S	11,645	$48.021	D	46,154	D
Common Stock	Dec 19, 2016	M	11,597	$33.87	A	57,751	D
Common Stock^F2	Dec 19, 2016	S	11,597	$48.013	D	46,154	D
Common Stock^F3	Dec 19, 2016	S	5,479	$47.971	D	40,675	D
Common Stock	Dec 19, 2016	S	25	$48.00	D	40,650	I	By son, as custodian
Common Stock^F4	Dec 20, 2016	S	4,521	$48.32	D	36,129	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)^F5	$30.17	Dec 19, 2016	M	11,645	D	—	Sep 17, 2023	Common Stock	11,645	11,645	D
Employee stock option (right to buy)^F5	$33.87	Dec 19, 2016	M	11,597	D	—	Sep 23, 2024	Common Stock	11,597	30,791	D

Explanation of responses

F1The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $48.00 to $48.14, 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 (1) to this Form 4.
F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $48.00 to $48.12, 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 (2) to this Form 4.
F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $47.95 to $48.00, 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 $48.00 to $48.53, 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.