SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Pepper-Miller Kathryn Lynn

(Last)

(First)

(Middle)

PO BOX 1579

(Street)

APPLETON

549121579

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SCHOOL SPECIALTY INC [ SCHS ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Marketing Officer

3. Date of Earliest Transaction (Month/Day/Year)
04/16/2012

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/16/2012		A		10,000	A	⁽¹⁾	10,000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-qualified stock option (right to buy)	$3.16	04/16/2012		A		15,000		⁽²⁾	04/16/2022	Common Stock	15,000	$3.16	15,000	D
Non-qualified stock option (right to buy)	$3.16	04/16/2012		A		25,000		⁽³⁾	04/16/2022	Common Stock	25,000	$3.16	25,000	D

Explanation of Responses:

1. Grant of restricted stock under the School Specialty, Inc., 2002 Equity Incentive Plan (the "2002 Plan"). One-third of the shares will vest on each of the first three anniversaries of the grant date.

2. Option granted as an inducement to Reporting Person's acceptance of the Company's offer of employment. One-fourth of the underlying shares will become exercisable on each of the first, second, third and fourth anniversaries of the grant date.

3. Option granted as an inducement to Reporting Person's acceptance of the Company's offer of employment. Following purchase of a number of shares of the Company's common stock with an aggregate purchase price of at least $40,000, the option will vest with respect to one-fourth of the shares subject to the option on the date the average of the average daily high and low sales prices of a share of the Company's common stock during any 30 consecutive trading day period equals or exceeds $5.00 per share, and another one-fourth of which will vest on each of the dates the average trading price equals or exceeds $10.00, per share, $15.00 per share and $20.00 per share, subject to their continued employment. Furthermore, these options may not be exercised before the first anniversary of the date of grant and may not be exercised with respect to more than one-third of the shares subject to the option on each of the first three anniversaries of the date of grant.

	Kathryn L. Pepper-Miller	04/18/2012
	Kathryn L. Pepper-Miller	04/18/2012
	** 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).
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