SEC Form 4 · accession 0001179110-18-005606

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 10, 2018

Accepted (ET)

Apr 12, 2018 · 5:19 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
Class A Stock^F1	Apr 10, 2018	M	27,099	$27.93	A	4,382,127	D
Class A Stock^F2	Apr 10, 2018	J	27,099	$27.93	D	4,355,028	D
Common Stock^F2	Apr 10, 2018	J	27,099	$27.93	A	4,382,127	D
Common Stock^F3	Apr 10, 2018	S	1,691	$39.92	D	4,380,436	D
Common Stock^F4	Apr 10, 2018	S	25,408	$39.34	D	4,355,028	D
Class A Stock^F1	Apr 11, 2018	M	39,047	$27.93	A	4,394,075	D
Class A Stock^F2	Apr 11, 2018	J	39,047	$27.93	D	4,355,028	D
Common Stock^F2	Apr 11, 2018	J	39,047	$27.93	A	4,394,075	D
Common Stock^F5	Apr 11, 2018	S	39,047	$39.63	D	4,355,028	D
Class A Stock^F1	Apr 12, 2018	M	17,714	$27.93	A	4,372,742	D
Class A Stock^F2	Apr 12, 2018	J	17,714	$27.93	D	4,355,028	D
Common Stock^F2	Apr 12, 2018	J	17,714	$27.93	A	4,372,742	D
Common Stock^F6,F7	Apr 12, 2018	S	17,714	$39.92	D	4,355,028	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)^F8	$27.93	Apr 10, 2018	M	27,099	D	—	Sep 24, 2018	Class A Stock	27,099	56,761	D
Employee Stock Option (right to buy)^F8	$27.93	Apr 11, 2018	M	39,047	D	—	Sep 24, 2018	Class A Stock	39,047	17,714	D
Employee Stock Option (right to buy)^F8	$27.93	Apr 12, 2018	M	17,714	D	—	Sep 24, 2018	Class A Stock	17,714	0	D

Explanation of responses

F1Represents the exercise of stock options due to expire on September 24, 2018.
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 $39.91-$39.92, inclusive. The reporting person undertakes to provide to Scholastic Corporation, any holder of Scholastic Corporation stock 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 $38.85-$39.71, inclusive. The reporting person undertakes to provide to Scholastic Corporation, any holder of Scholastic Corporation stock 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.
F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.45-$39.80, inclusive. The reporting person undertakes to provide to Scholastic Corporation, any holder of Scholastic Corporation stock 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.
F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.86-$40.01, inclusive. The reporting person undertakes to provide to Scholastic Corporation, any holder of Scholastic Corporation stock 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.
F7See Exhibit 99.1 for a summary of holdings.
F8Employee stock options vest ratably over a four year period beginning with the first anniversary after the date of grant.