SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Polcari Elizabeth

(Last)

(First)

(Middle)

C/O LEGAL DEPT., SCHOLASTIC CORP

557 BROADWAY

(Street)

NEW YORK

10012

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/16/2023

3. Issuer Name and Ticker or Trading Symbol
SCHOLASTIC CORP [ SCHL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, PRESIDENT, EDUCATION SOL.

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	26,263⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)	⁽²⁾	09/21/2025	Common Stock	5,149	$43.56	D
Employee Stock Option (Right to Buy)	⁽²⁾	09/19/2027	Common Stock	8,468	$38.6	D
Employee Stock Option (Right to Buy)	⁽²⁾	09/25/2028	Common Stock	8,540	$42.94	D
Employee Stock Option (Right to Buy)	⁽²⁾	09/22/2027	Common Stock	19,452	$20.63	D
Employee Stock Option (Right to Buy)	⁽²⁾	09/22/2028	Common Stock	14,194	$33.63	D
Employee Stock Option (Right to Buy)	⁽²⁾	09/20/2029	Common Stock	13,583	$42.28	D
Restricted Stock Units	09/01/2024	09/01/2024	Common Stock	325	⁽³⁾	D
Restricted Stock Units	09/01/2025	09/01/2025	Common Stock	917	⁽⁴⁾	D

Explanation of Responses:

1. Includes 5,420 Restricted Stock Units.

2. The grant becomes exercisable in three equal annual installments beginning with the first anniversary of the date of grant.

3. Represents Restricted Stock Units under the Scholastic Corporation Management Stock Purchase Plan in lieu of cash bonus to be converted into shares of Common Stock on a one-for-one basis upon expiration of the deferral period selected by the reporting person. Vests on the third anniversary of the award date. Price is equal to 75% of the lowest closing price for the underlying Common Stock during the quarter ended August 31, 2021.

4. Represents Restricted Stock Units under the Scholastic Corporation Management Stock Purchase Plan in lieu of cash bonus to be converted into shares of Common Stock on a one-for-one basis upon expiration of the deferral period selected by the reporting person. Vests on the third anniversary of the award date. Price is equal to 75% of the lowest closing price for the underlying Common Stock during the quarter ended August 31, 2022.

	/s/ Elizabeth Polcari, by Vanessa Hill, Attorney-in-fact	08/07/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** 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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