SEC Form 4 · accession 0001182489-18-000375
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
Sep 4, 2018
Accepted (ET)
Sep 5, 2018 · 5:52 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 | Sep 4, 2018 | M | 39,911 | $41.78 | A | 4,399,783 | D | |
| Common StockF1,F2 | Sep 4, 2018 | F | 20,303 | $41.78 | D | 4,379,480 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1 | — | Sep 4, 2018 | M | 39,911 | D | Sep 4, 2018 | Sep 4, 2018 | Common Stock | 39,911 | 0 | D |
| Restricted Stock UnitsF3 | — | Sep 4, 2018 | A | 3,381 | A | Sep 4, 2021 | Sep 4, 2021 | Common Stock | 3,381 | 3,381 | D |
Explanation of responses
- F1Restricted stock units ("RSUs") acquired by the reporting person on 9/1/2015 under the MSPP in lieu of cash bonus; converted into shares of Common Stock on a one-for-one basis on 9/4/2018, the first business day following expiration of the deferral period selected by the reporting person. RSU price is equal to 75% of the lowest closing price for the underlying Common Stock in the fiscal quarter ended August 31, 2014.
- F2Includes increase in number of shares in the 401(k) Plan since the last report relating to the 401(k) Plan. See Exhibit 99.1.
- F3Acquired under the Scholastic Corporation Management Stock Purchase Plan in lieu of cash bonus; to be converted into shares of Common Stock on a one-for-one basis upon expiration of the deferral period selected by the reporting person. Vests on third anniversary of the award date. Price is equal to 75% of the lowest closing price for the underlying Common Stock in the fiscal quarter ended August 31, 2018.