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*
Lavelle Michael P.

(Last) (First) (Middle)
W6316 DESIGN DRIVE

(Street)
GREENVILLE WI 54942

(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
01/12/2012
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)
Code V Amount (A) or (D) Price
Common Stock 01/12/2012 A 75,000 A (1) 75,000 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) $2.26 01/12/2012 A 250,000 (2) 01/12/2022 Common Stock 250,000 $0 250,000 D
Non-Qualified Stock Option (right to buy) $2.26 01/12/2012 A 75,000 (3) 01/12/2022 Common Stock 75,000 $0 75,000 D
Explanation of Responses:
1. Grant of restricted stock under the School Specialty, Inc. 2008 Equity Incentive Plan (the "2008 Plan"). One-third of the shares will vest on the date on which Reporting Person purchases a number of shares of common stock of School Specialty, Inc. (the "Company") with an aggregate purchase price of at least $400,000 (the "Purchase Date"), and another one-third will vest on each of the first and second anniversaries of the Purchase Date.
2. Option granted under the 2008 Plan. One-fourth of the underlying shares will become exercisable on the date the Average Trading Price (as defined in the applicable option agreement) equals or exceeds $5.00, and another one-fourth will become exercisable on each of the dates the Average Trading Price equals or exceeds $10.00, $15.00 and $20.00; provided, however, that the option may not be exercised with respect to more than one-third of the underlying shares on each of the first three anniversaries of the date of grant.
3. Option granted as an inducement to Reporting Person's acceptance of the Company's offer of employment. One-third of the underlying shares will become exercisable on the Purchase Date, and another one-third will become exercisable on each of the first and second anniversaries of the Purchase Date.
Remarks:
Michael P. Lavelle 01/12/2012
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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