Statement of Changes in Beneficial Ownership (4)
April 17 2018 - 5:09PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
ROBINSON RICHARD
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2. Issuer Name
and
Ticker or Trading Symbol
SCHOLASTIC CORP
[
SCHL
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
CEO, Chairman and President
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(Last)
(First)
(Middle)
C/O CORPORATE SECRETARY, SCHOLASTIC CORP, 557 BROADWAY
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/13/2018
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(Street)
NEW YORK, NY 10012
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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4/13/2018
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S
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3000
(1)
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D
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$39.95
(2)
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25632
(3)
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I
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sale made by and shares owned by son
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Common Stock
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4/13/2018
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M
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10000
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A
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$22.81
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4371728
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D
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Common Stock
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4/13/2018
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S
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10000
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D
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$40.05
(4)
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4361728
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D
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Common Stock
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4/16/2018
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M
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20000
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A
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$22.81
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4381728
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D
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Common Stock
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4/16/2018
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S
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20000
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D
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$40.50
(5)
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4361728
(6)
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D
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Common Stock
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27238
(3)
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I
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owned by another son
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee stock option (right to buy)
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$22.81
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4/13/2018
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M
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10000
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(7)
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8/27/2020
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Common Stock
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10000
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$0
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105812
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D
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Employee stock option (right to buy)
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$22.81
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4/16/2018
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M
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20000
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(7)
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8/27/2020
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Common Stock
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20000
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$0
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85812
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D
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Explanation of Responses:
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(1)
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Represents a sale of shares by the reporting person's son whose shares are included as indirectly owned by the reporting person.
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(2)
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The 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.
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(3)
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The 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.
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(4)
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The 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.
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(5)
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The 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.
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(6)
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See Exhibit 99.1.
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(7)
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Employee stock options vest ratably over a four year period beginning with the first anniversary after the date of grant.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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ROBINSON RICHARD
C/O CORPORATE SECRETARY, SCHOLASTIC CORP
557 BROADWAY
NEW YORK, NY 10012
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X
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X
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CEO, Chairman and President
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Signatures
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Richard Robinson, by Teresa M. Connelly, attorney-in-fact
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4/17/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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