SEC Form 4 · accession 0001179110-17-006197
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 21, 2017
Accepted (ET)
Apr 25, 2017 · 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 21, 2017 | M | 14,865 | $36.21 | A | 4,363,261 | D | |
| Class A StockF2 | Apr 21, 2017 | J | 14,865 | $36.21 | D | 4,348,396 | D | |
| Common StockF2 | Apr 21, 2017 | J | 14,865 | $36.21 | A | 4,363,261 | D | |
| Common StockF3 | Apr 21, 2017 | S | 14,865 | $43.827 | D | 4,348,396 | D | |
| Class A StockF1 | Apr 21, 2017 | M | 6,467 | $36.21 | A | 4,354,863 | D | |
| Class A StockF2 | Apr 21, 2017 | J | 6,467 | $36.21 | D | 4,348,396 | D | |
| Common StockF2 | Apr 21, 2017 | J | 6,467 | $36.21 | A | 4,354,863 | D | |
| Common StockF4 | Apr 21, 2017 | S | 6,467 | $43.759 | D | 4,348,396 | D | |
| Class A StockF5 | Apr 24, 2017 | M | 3,510 | $27.93 | A | 4,351,906 | D | |
| Class A StockF2 | Apr 24, 2017 | J | 3,510 | $27.93 | D | 4,348,396 | D | |
| Common StockF2 | Apr 24, 2017 | J | 3,510 | $27.93 | A | 4,351,906 | D | |
| Common StockF6 | Apr 24, 2017 | S | 3,510 | $43.71 | D | 4,348,396 | D | |
| Class A StockF5 | Apr 25, 2017 | M | 73,839 | $27.93 | A | 4,422,235 | D | |
| Class A StockF2 | Apr 25, 2017 | J | 73,839 | $27.93 | D | 4,348,396 | D | |
| Common StockF2 | Apr 25, 2017 | J | 73,839 | $27.93 | A | 4,422,235 | D | |
| Common StockF7,F8,F9 | Apr 25, 2017 | S | 73,839 | $43.476 | D | 4,348,396 | 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)F10 | $36.21 | Apr 21, 2017 | M | 21,332 | D | — | Sep 19, 2017 | Class A Stock | 21,332 | 125,000 | D |
| Employee stock option (right to buy)F10 | $27.93 | Apr 24, 2017 | M | 3,510 | D | — | Sep 24, 2018 | Class A Stock | 3,510 | 246,490 | D |
| Employee Stock Option (right to buy)F10 | $27.93 | Apr 25, 2017 | M | 73,839 | D | — | Sep 24, 2018 | Class A Stock | 73,839 | 172,651 | D |
Explanation of responses
- F1Represents the exercise of stock options due to expire on September 19, 2017.
- F10Employee stock options vest ratably over a four year period beginning with the first anniversary after the date of grant.
- 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 $43.79-$44.00, 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 $43.70-$43.81, 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.
- F5Represents the exercise of stock options due to expire on September 24, 2018.
- F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.70-$43.74, 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 (6) to this Form 4.
- F7The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.40-$43.51, 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 (7) to this Form 4.
- F8Includes 742 shares purchased by the reporting person since the last filing under the Scholastic Corporation 401(k)Plan.
- F9See Exhibit 99.1.