0001179110-17-006197.txt : 20170425 0001179110-17-006197.hdr.sgml : 20170425 20170425184203 ACCESSION NUMBER: 0001179110-17-006197 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170421 FILED AS OF DATE: 20170425 DATE AS OF CHANGE: 20170425 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: 17782183 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 2017-04-21 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 Class A Stock 2017-04-21 4 M 0 14865 36.21 A 4363261 D Class A Stock 2017-04-21 4 J 0 14865 36.21 D 4348396 D Common Stock 2017-04-21 4 J 0 14865 36.21 A 4363261 D Common Stock 2017-04-21 4 S 0 14865 43.827 D 4348396 D Class A Stock 2017-04-21 4 M 0 6467 36.21 A 4354863 D Class A Stock 2017-04-21 4 J 0 6467 36.21 D 4348396 D Common Stock 2017-04-21 4 J 0 6467 36.21 A 4354863 D Common Stock 2017-04-21 4 S 0 6467 43.759 D 4348396 D Class A Stock 2017-04-24 4 M 0 3510 27.93 A 4351906 D Class A Stock 2017-04-24 4 J 0 3510 27.93 D 4348396 D Common Stock 2017-04-24 4 J 0 3510 27.93 A 4351906 D Common Stock 2017-04-24 4 S 0 3510 43.71 D 4348396 D Class A Stock 2017-04-25 4 M 0 73839 27.93 A 4422235 D Class A Stock 2017-04-25 4 J 0 73839 27.93 D 4348396 D Common Stock 2017-04-25 4 J 0 73839 27.93 A 4422235 D Common Stock 2017-04-25 4 S 0 73839 43.476 D 4348396 D Employee Stock Option (right to buy) 36.21 2017-04-21 4 M 0 21332 0 D 2017-09-19 Class A Stock 21332 125000 D Employee stock option (right to buy) 27.93 2017-04-24 4 M 0 3510 0 D 2018-09-24 Class A Stock 3510 246490 D Employee Stock Option (right to buy) 27.93 2017-04-25 4 M 0 73839 0 D 2018-09-24 Class A Stock 73839 172651 D 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 $43.79-$44.00, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.70-$43.81, 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 (4) to this Form 4. Represents the exercise of stock options due to expire on September 24, 2018. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.70-$43.74, 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 (6) to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.40-$43.51, 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. Includes 742 shares purchased by the reporting person since the last filing under the Scholastic Corporation 401(k)Plan. 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 2017-04-25 EX-99.1 2 footnotedickrapril2017.txt SUMMARY OF HOLDINGS Exhibit 99.1 Mr. Robinson is the beneficial owner of 4,348,396 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) 11,746 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) 66,980 shares held in the RR 2014 Trust.