SEC Form 4 · accession 0001179110-17-000941
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
Jan 11, 2017
Accepted (ET)
Jan 13, 2017 · 6:01 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 |
|---|---|---|---|---|---|---|---|---|
| Class A StockF1 | Jan 11, 2017 | M | 20,000 | $36.21 | A | 4,372,680 | D | |
| Class A StockF2 | Jan 11, 2017 | J | 20,000 | $36.21 | D | 4,352,680 | D | |
| Common StockF2 | Jan 11, 2017 | J | 20,000 | $36.21 | A | 4,372,680 | D | |
| Common StockF3 | Jan 11, 2017 | S | 20,000 | $46.85 | D | 4,352,680 | D | |
| Common StockF4 | Jan 13, 2017 | S | 1,200 | $46.44 | D | 4,351,480 | D | |
| Common StockF4 | Jan 13, 2017 | S | 3,826 | $46.45 | D | 4,347,654 | D | |
| Class A StockF1 | Jan 13, 2017 | M | 28,000 | $36.21 | A | 4,375,654 | D | |
| Class A StockF2 | Jan 13, 2017 | J | 28,000 | $36.21 | D | 4,347,654 | D | |
| Common StockF2 | Jan 13, 2017 | J | 28,000 | $36.21 | A | 4,375,654 | D | |
| Common StockF5,F7 | Jan 13, 2017 | S | 28,000 | $46.78 | D | 4,347,654 | 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)F6 | $36.21 | Jan 11, 2017 | M | 20,000 | D | — | Sep 19, 2017 | Class A Stock | 20,000 | 174,732 | D |
| Employee Stock Option (right to buy)F6 | $36.21 | Jan 13, 2017 | M | 28,000 | D | — | Sep 19, 2017 | Class A Stock | 28,000 | 146,732 | D |
Explanation of responses
- F1Represents the exercise of stock options due to expire on September 19, 2017.
- 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 $46.75-$46.94, 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.
- F4Represents sale of shares by the RR 2014 Trust.
- F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $46.61-$46.92, 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