0001179110-16-033520.txt : 20161228 0001179110-16-033520.hdr.sgml : 20161228 20161228181116 ACCESSION NUMBER: 0001179110-16-033520 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20161223 FILED AS OF DATE: 20161228 DATE AS OF CHANGE: 20161228 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: 162073285 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 2016-12-23 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 2016-12-15 5 A 0 E 123 A 4363107 D Common Stock 2016-12-16 5 J 0 E 427 48.04 D 4362680 D Common Stock 2016-12-21 5 G 0 E 560 48.76 D 4362680 D Common Stock 2016-12-22 5 G 0 E 10000 47.89 D 4352680 D Class A Stock 2016-12-23 4 M 0 10193 36.21 A 4362873 D Class A Stock 2016-12-23 4 J 0 10193 36.21 D 4352680 D Common Stock 2016-12-23 4 J 0 10193 36.21 A 4362873 D Common Stock 2016-12-23 4 S 0 10193 48.00 D 4352680 D Class A Stock 2016-12-27 4 M 0 1800 36.21 A 4354480 D Class A Stock 2016-12-27 4 J 0 1800 36.21 D 4352680 D Common Stock 2016-12-27 4 J 0 1800 36.21 A 4354480 D Common Stock 2016-12-27 4 S 0 1800 48.00 D 4352680 D Class A Stock 2016-12-28 4 M 0 10000 36.21 A 4362680 D Class A Stock 2016-12-28 4 J 0 10000 36.21 D 4352680 D Common Stock 2016-12-28 4 J 0 10000 36.21 A 4362680 D Common Stock 2016-12-28 4 S 0 10000 47.83 D 4352680 D Employee Stock Option (right to buy) 36.21 2016-12-23 4 M 0 10193 0 D 2017-09-19 Class A Stock 10193 239807 D Employee Stock Option (right to buy) 36.21 2016-12-27 4 M 0 1800 0 D 2017-09-19 Class A Stock 1800 238007 D Employee Stock Option (right to buy) 36.21 2016-12-28 4 M 0 10000 0 D 2017-09-19 Class A Stock 10000 228007 D Represents the increase in number of shares in the 401(k) Plan since the last report relating to the 401(k) Plan. Represents the sale of shares under a mandatory required distribution in the 401(k)Plan. Represents a gift of 560 shares to his sons, which shares continue to be deemed beneficially owned by the reporting person. Represents a gift of 10,000 shares to the Richard Robinson charitable foundation. Represents the exercise of stock options due to expire on September 19, 2017. Represents the conversion of Class A Stock to Common Stock. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $47.75-$47.92, 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 (7) to this Form 4. Employee stock options vest ratably over a four year period beginning with the first anniversary after the date of grant. See Exhibit 99.1 Richard Robinson, by Teresa M. Connelly, attorney-in-fact 2016-12-28 EX-99.1 2 footnotedickrdecember2016no2.txt SUMMARY OF HOLDINGS Exhbit 99.1 Mr. Robinson is the beneficial owner of 4,352,680 shares of Common Stock, which includes 531,388 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) 48,990 shares of Common Stock for which Mr. Robinson is custodian for his sons, (E) 11,004 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) 72,006 shares held in the RR 2014 Trust.