SEC Form 4 · accession 0001179110-17-006913
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
May 5, 2017
Accepted (ET)
May 9, 2017 · 4:40 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 | May 5, 2017 | M | 52,745 | $36.21 | A | 4,401,141 | D | |
| Class A StockF2 | May 5, 2017 | J | 52,745 | $36.21 | D | 4,348,396 | D | |
| Common StockF2 | May 5, 2017 | J | 52,745 | $36.21 | A | 4,401,141 | D | |
| Common StockF3 | May 5, 2017 | S | 52,745 | $43.136 | D | 4,348,396 | D | |
| Class A StockF1 | May 8, 2017 | M | 400 | $36.21 | A | 4,348,796 | D | |
| Class A StockF2 | May 8, 2017 | J | 400 | $36.21 | D | 4,348,396 | D | |
| Common StockF2 | May 8, 2017 | J | 400 | $36.21 | A | 4,348,796 | D | |
| Common StockF4,F5 | May 8, 2017 | S | 400 | $43.03 | 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)F6 | $36.21 | May 5, 2017 | M | 52,745 | D | — | Sep 19, 2017 | Class A Stock | 52,745 | 72,255 | D |
| Employee stock option (right to buy)F6 | $36.21 | May 8, 2017 | M | 400 | D | — | Sep 19, 2017 | Class A Stock | 400 | 71,855 | 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 sale of shares was made pursuant to a 10b5-1 plan. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.00-$43.60, 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 sale of shares was made pursuant to a 10b5-1 plan. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.00-$43.10, 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.
- F5See Exhibit 99.1.
- F6Employee stock options vest ratably over a four year period beginning with the first anniversary after the date of grant.