-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SWU2/mlyy9QZnUQxDt6867HTOF4hTUPFjLsI0vC8fkvSSJrClmi0sCsyEdvwC74D GqZgvnS2gVPFg5BEZl2PUQ== 0001179110-05-016269.txt : 20050812 0001179110-05-016269.hdr.sgml : 20050812 20050812174816 ACCESSION NUMBER: 0001179110-05-016269 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050810 FILED AS OF DATE: 20050812 DATE AS OF CHANGE: 20050812 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ROBINSON RICHARD CENTRAL INDEX KEY: 0000903959 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19860 FILM NUMBER: 051022928 BUSINESS ADDRESS: BUSINESS PHONE: 2123436386 MAIL ADDRESS: STREET 1: C/O SCHOLASTIC CORP STREET 2: 555 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10012-3999 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SCHOLASTIC CORP CENTRAL INDEX KEY: 0000866729 STANDARD INDUSTRIAL CLASSIFICATION: BOOKS: PUBLISHING OR PUBLISHING AND PRINTING [2731] IRS NUMBER: 133385513 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 BUSINESS ADDRESS: STREET 1: 555 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10012 BUSINESS PHONE: 2123436100 MAIL ADDRESS: STREET 1: 555 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10012 4 1 edgar.xml FORM 4 - X0202 4 2005-08-10 0 0000866729 SCHOLASTIC CORP SCHL 0000903959 ROBINSON RICHARD C/O CORPORATE SECRETARY 557 BROADWAY NEW YORK NY 10012 1 1 1 0 CEO, Chairman and President Common Stock 2005-08-10 4 M 0 10000 18.845 A 5170807 D Common Stock 2005-08-10 4 S 0 10000 36.25 D 5160807 D Common Stock 2005-08-11 4 M 0 20000 18.845 A 5180807 D Common Stock 2005-08-11 4 S 0 20000 36.366 D 5160807 D Employee Stock Option (right to buy) 18.845 2005-08-10 4 M 0 10000 0 D 1999-05-13 2008-05-14 Common Stock 10000 210000 D Employee stock option (right to buy) 18.845 2005-08-11 4 M 0 20000 0 D 1999-05-13 2008-05-14 Common Stock 20000 190000 D See attached Exhibit 99. These transactions were made in accordance with the instructions of Mr. Robinson's former spouse pursuant to a matrimonial settlement agreement. Under the terms of that agreement, none of the net proceeds from the sales will be retained by Mr. Robinson. Teresa M. Connelly, Attorney-in-fact 2005-08-12 EX-99 2 drform4footnote0727revised.txt Attachment Mr. Robinson is the beneficial owner of 5,160,807 shares of Common Stock, which includes 1,106,576 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; and (B) 350,000 shares of Common Stock subject to a variable prepaid forward agreement. Also includes shares owned by (C) 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 (D) 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 four 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 (E) 7,594 shares of Common Stock for which Mr. Robinson is custodian under a separate custodial account for one of his sons, (F) 3,133 shares of Common Stock with respect to which Mr. Robinson had voting rights at May 31, 2005 under the Scholastic 401(k) Savings and Retirement Plan, and (G) 4,212 shares owned directly by his minor children. -----END PRIVACY-ENHANCED MESSAGE-----