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^*

DAVIES JOHN L

(Last)

(First)

(Middle)

C/O CORPORATE SECRETARY, SCHOLASTIC CORP

557 BROADWAY

(Street)

NEW YORK

10012

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/27/2015

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	07/27/2015		S		900⁽¹⁾	D	$43.373	14,983	D
Common Stock	07/27/2015		M		100	A	$36.21	15,083	D
Common Stock	07/27/2015		S		100	D	$43.42	14,983	D
Common Stock	07/27/2015		M		100	A	$27.93	15,083	D
Common Stock	07/27/2015		S		100	D	$43.23	14,983	D
Common stock	07/27/2015		M		100	A	$24.54	15,083	D
Common Stock	07/27/2015		S		100	D	$43.28	14,983	D
Common Stock	07/27/2015		M		100	A	$25.61	15,083	D
Common Stock	07/27/2015		S		100	D	$43.24	14,983	D
Common Stock	07/27/2015		M		100	A	$26.73	15,083	D
Common Stock	07/27/2015		S		100	D	$43.24	14,983	D
Common Stock	07/27/2015		M		100	A	$33.39	15,083	D
Common Stock	07/27/2015		S		100	D	$43.181	14,983	D
Common Stock	07/27/2015		M		100	A	$30.56	15,083	D
Common Stock	07/27/2015		S		100	D	$43.15	14,983	D
Common Shares	07/27/2015		M		100	A	$36.41	15,083	D
Common Shares	07/27/2015		S		300	D	$43.237⁽²⁾	14,983	D
Common Stock	07/27/2015		M		300	A	$30.08	15,083	D
Common Stock	07/27/2015		S		300	D	$43.23⁽³⁾	14,983	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)
Outside Director Stock Options	$36.21	07/27/2015		M			100	09/19/2008	09/19/2017	Common Stock	100	$0	2,900	D
Outside Director Stock Options	$27.93	07/27/2015		M			100	09/24/2009	09/24/2018	Common Stock	100	$0	2,900	D
Outside Director Stock Options	$24.54	07/27/2015		M			100	09/23/2010	09/23/2019	Common Stock	100	$0	2,900	D
Outside Director Stock Options	$25.61	07/27/2015		M			100	09/22/2011	09/22/2020	Common Stock	100	$0	2,900	D
Outside Director Stock Option	$26.73	07/27/2015		M			100	09/21/2012	09/21/2021	Common Stock	100	$0	2,900	D
Outside Director Stock Options	$33.39	07/27/2015		M			100	09/18/2013	09/18/2022	Common Stock	100	$0	2,917	D
Outside Director Stock Options	$30.56	07/27/2015		M			100	09/18/2014	09/18/2023	Common Stock	100	$0	2,646	D
Outside Director Stock Options	$36.41	07/27/2015		M			300	05/30/2006	09/21/2015	Common Stock	300	$0	5,700	D
Outside Director Stock Options	$30.08	07/27/2015		M			300	09/20/2007	09/20/2016	Common Stock	300	$0	5,700	D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.10 to $43.76, 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 (1) to this Form 4.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.11 to $43.41, 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 (2) to this Form 4.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.00 to $43.37, 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.

	John L. Davies, by Teresa M. Connelly, Attorney-in-fact	07/29/2015
	** 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).
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