0001179110-15-013159.txt : 20150909 0001179110-15-013159.hdr.sgml : 20150909 20150909185510 ACCESSION NUMBER: 0001179110-15-013159 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150904 FILED AS OF DATE: 20150909 DATE AS OF CHANGE: 20150909 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SCHOLASTIC CORP CENTRAL INDEX KEY: 0000866729 STANDARD INDUSTRIAL CLASSIFICATION: BOOKS: PUBLISHING OR PUBLISHING AND PRINTING [2731] IRS NUMBER: 133385513 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 BUSINESS ADDRESS: STREET 1: 555 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10012 BUSINESS PHONE: 2123436100 MAIL ADDRESS: STREET 1: 555 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10012 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ROBINSON RICHARD CENTRAL INDEX KEY: 0000903959 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19860 FILM NUMBER: 151099771 MAIL ADDRESS: STREET 1: C/O SCHOLASTIC CORP STREET 2: 555 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10012-3999 4 1 edgar.xml FORM 4 - X0306 4 2015-09-04 0 0000866729 SCHOLASTIC CORP SCHL 0000903959 ROBINSON RICHARD C/O CORPORATE SECRETARY, SCHOLASTIC CORP 557 BROADWAY NEW YORK NY 10012 1 1 1 0 CEO, Chairman and President Common Stock 2015-09-04 4 M 0 44247 42.42 A 4538401 D Common Stock 2015-09-04 4 F 0 23659 42.42 D 4514742 D Common Stock 2015-09-08 4 M 0 35000 22.81 A 4549742 D Common Stock 2015-09-08 4 S 0 35000 43.617 D 4514742 D Restricted Stock Units 2015-09-04 4 M 0 44247 19.73 D 2015-09-04 2015-09-04 Common Stock 44247 0 D Employee Stock Options (right to buy) 22.81 2015-09-08 4 M 0 35000 0 D 2020-08-27 Common Stock 35000 151832 D Restricted stock units ("RSUs") acquired by the reporting person on 9/1/12 under the MSPP in lieu of cash bonus; converted into shares of Common Stock on a one-for-one basis on 9/4/2015, 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, 2012. Sales were 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 $43.03-$43.11, 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. See Exhibit 99.1 Employee stock options vest ratably over a four year period beginning with the first anniversary after the date of grant. Richard Robinson, by Teresa M. Connelly, Attorney-in-fact 2015-09-09 EX-99.1 2 footnotedickrseptember2015.txt SUMMARY OF HOLDINGS Note 1 Mr. Robinson is the beneficial owner of 4,514,742 shares of Common Stock, which includes 561,092 shares held directly and (A) 890,904 shares of Common Stock, which are receivable upon conversion of 890,904 shares of Class A Stock, par value $.01 per share, owned by Richard Robinson; also includes shares owned by (B) the Trust under the Will of Maurice R. Robinson (the "Maurice R. Robinson Trust"), as follows: (i) 1,683,092 shares of Common Stock and (ii) 648,620 shares of Common Stock which are receivable upon conversion of 648,620 shares of Class A Stock, par value $.01 per share; and (C) the Trust under the Will of Florence L. Robinson (the "Florence L. Robinson Trust"), as follows: (i) 350,000 shares of Common Stock and (ii) 116,676 shares of Common Stock which are receivable upon conversion of 116,676 shares of Class A Stock, par value $.01 share. Richard Robinson is one of six trustees of the Maurice R. Robinson Trust, and one of two trustees of the Florence L. Robinson Trust, with shared voting and investment power with respect to the shares of Common Stock and Class A Stock owned by the two trusts, respectively. The shares of Class A Stock are convertible into shares of Common Stock, at any time at the option of the holder thereof, on a share-for-share basis; Also includes (D) 47,886 shares of Common Stock for which Mr. Robinson is custodian for his sons, (E) 10,732 shares of Common Stock with respect to which Mr. Robinson had voting rights at under the Scholastic 401(k) Savings and Retirement Plan and (F) 100,000 shares held in the RR 2014 Trust.