0001179110-18-005709.txt : 20180417 0001179110-18-005709.hdr.sgml : 20180417 20180417170736 ACCESSION NUMBER: 0001179110-18-005709 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180413 FILED AS OF DATE: 20180417 DATE AS OF CHANGE: 20180417 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: 18759620 MAIL ADDRESS: STREET 1: C/O SCHOLASTIC CORP STREET 2: 555 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10012-3999 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 4 1 edgar.xml FORM 4 - X0306 4 2018-04-13 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 2018-04-13 4 S 0 3000 39.95 D 25632 I sale made by and shares owned by son Common Stock 2018-04-13 4 M 0 10000 22.81 A 4371728 D Common Stock 2018-04-13 4 S 0 10000 40.05 D 4361728 D Common Stock 2018-04-16 4 M 0 20000 22.81 A 4381728 D Common Stock 2018-04-16 4 S 0 20000 40.50 D 4361728 D Common Stock 27238 I owned by another son Employee stock option (right to buy) 22.81 2018-04-13 4 M 0 10000 0 D 2020-08-27 Common Stock 10000 105812 D Employee stock option (right to buy) 22.81 2018-04-16 4 M 0 20000 0 D 2020-08-27 Common Stock 20000 85812 D Represents a sale of shares by the reporting person's son whose shares are included as indirectly owned by the reporting person. 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. 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. 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. 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. 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 2018-04-17 EX-99.1 2 footnotedickrapril2018no2.txt SUMMARY OF HOLDINGS Exhibit 99.1 Mr. Robinson is the beneficial owner of 4,361,728 shares of Common Stock. Directly held shares includes 460,618 shares of Common Stock and 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 and 146,980 shares of Common Stock held in the RR 2014 Trust, of which he is the trustee. Indirectly held shares include: shares owned by (i) the Trust under the Will of Maurice R. Robinson (the "Maurice R. Robinson Trust"), as follows: (a) 1,683,092 shares of Common Stock and (b) 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 (ii) the Trust under the Will of Florence L. Robinson (the "Florence L. Robinson Trust"), as follows: (a) 350,000 shares of Common Stock and (b) 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 52,870 shares of Common Stock beneficially owned by his sons for which Mr. Robinson is deemed the beneficial owner and 11,968 shares held in the Scholastic 401(k) Savings and Retirement Plan.