Statement of Changes of Beneficial Ownership


FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

ROBINSON RICHARD
2. Issuer Name and Ticker or Trading Symbol

SCHOLASTIC CORP [ SCHL ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
CEO, Chairman and President
(Last)          (First)          (Middle)

C/O CORPORATE SECRETARY, SCHOLASTIC CORP, 557 BROADWAY
3. Date of Earliest Transaction (MM/DD/YYYY)

4/21/2017
(Street)

NEW YORK, NY 10012
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Stock   4/21/2017     M    14865   (1) A $36.21   4363261   D    
Class A Stock   4/21/2017     J    14865   (2) D $36.21   4348396   D    
Common Stock   4/21/2017     J    14865   (2) A $36.21   4363261   D    
Common Stock   4/21/2017     S    14865   D $43.827   (3) 4348396   D    
Class A Stock   4/21/2017     M    6467   (1) A $36.21   4354863   D    
Class A Stock   4/21/2017     J    6467   (2) D $36.21   4348396   D    
Common Stock   4/21/2017     J    6467   (2) A $36.21   4354863   D    
Common Stock   4/21/2017     S    6467   D $43.759   (4) 4348396   D    
Class A Stock   4/24/2017     M    3510   (5) A $27.93   4351906   D    
Class A Stock   4/24/2017     J    3510   (2) D $27.93   4348396   D    
Common Stock   4/24/2017     J    3510   (2) A $27.93   4351906   D    
Common Stock   4/24/2017     S    3510   D $43.71   (6) 4348396   D    
Class A Stock   4/25/2017     M    73839   (5) A $27.93   4422235   D    
Class A Stock   4/25/2017     J    73839   (2) D $27.93   4348396   D    
Common Stock   4/25/2017     J    73839   (2) A $27.93   4422235   D    
Common Stock   4/25/2017     S    73839   D $43.476   (7) 4348396   (8) (9) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy)   $36.21   4/21/2017     M         21332      (10) 9/19/2017   Class A Stock   21332   $0   125000   D    
Employee stock option (right to buy)   $27.93   4/24/2017     M         3510      (10) 9/24/2018   Class A Stock   3510   $0   246490   D    
Employee Stock Option (right to buy)   $27.93   4/25/2017     M         73839      (10) 9/24/2018   Class A Stock   73839   $0   172651   D    

Explanation of Responses:
(1)  Represents the exercise of stock options due to expire on September 19, 2017.
(2)  Represents the conversion of Class A Stock to Common Stock.
(3)  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.
(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.
(5)  Represents the exercise of stock options due to expire on September 24, 2018.
(6)  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.
(7)  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.
(8)  Includes 742 shares purchased by the reporting person since the last filing under the Scholastic Corporation 401(k)Plan.
(9)  See Exhibit 99.1.
(10)  Employee stock options vest ratably over a four year period beginning with the first anniversary after the date of grant.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
ROBINSON RICHARD
C/O CORPORATE SECRETARY, SCHOLASTIC CORP
557 BROADWAY
NEW YORK, NY 10012
X X CEO, Chairman and President

Signatures
Richard Robinson, by Teresa M. Connelly, attorney-in-fact 4/25/2017
** 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 4(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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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.