SEC Form 4 · accession 0001179110-18-005709
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 13, 2018
Accepted (ET)
Apr 17, 2018 · 5:07 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 |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Apr 13, 2018 | S | 3,000 | $39.95 | D | 25,632 | I | sale made by and shares owned by son |
| Common Stock | Apr 13, 2018 | M | 10,000 | $22.81 | A | 4,371,728 | D | |
| Common StockF4 | Apr 13, 2018 | S | 10,000 | $40.05 | D | 4,361,728 | D | |
| Common Stock | Apr 16, 2018 | M | 20,000 | $22.81 | A | 4,381,728 | D | |
| Common StockF5,F6 | Apr 16, 2018 | S | 20,000 | $40.50 | D | 4,361,728 | D | |
| Common StockF3 | holding | — | — | — | 27,238 | I | owned by another son |
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)F7 | $22.81 | Apr 13, 2018 | M | 10,000 | D | — | Aug 27, 2020 | Common Stock | 10,000 | 105,812 | D |
| Employee stock option (right to buy)F7 | $22.81 | Apr 16, 2018 | M | 20,000 | D | — | Aug 27, 2020 | Common Stock | 20,000 | 85,812 | D |
Explanation of responses
- F1Represents a sale of shares by the reporting person's son whose shares are included as indirectly owned by the reporting person.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.94-$39.98, 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 (2) to this Form 4.
- F3The 25,632 shares owned by one son and 27,238 shares owned by another son are included in the shares reported in column 5 and on Exhibit 99.1. The aggregate number reported in column 5 and on Exhibit 99.1 has been modified to correct a clerical error in the counting of the shares held by the reporting person's sons.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.00-$40.12, 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 $40.35-$40.60, 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.
- F6See Exhibit 99.1.
- F7Employee stock options vest ratably over a four year period beginning with the first anniversary after the date of grant.