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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| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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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*
| C/O CORPORATE SECRETARY, SCHOLASTIC CORP |
| 557 BROADWAY |
(Street)
|
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 & President
|
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3. Date of Earliest Transaction
(Month/Day/Year)
10/27/2008
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
|
Form filed by More than One Reporting Person |
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| 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)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
| Common Stock |
10/27/2008 |
|
S
|
|
90,000 |
D |
$18.0685
|
5,217,948
|
D |
|
| Common Stock |
10/28/2008 |
|
S
|
|
50,000 |
D |
$19.4363
|
5,217,948
|
D |
|
| Common Stock |
10/28/2008 |
|
S
|
|
420,000 |
D |
$15.0485
|
4,797,948
|
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)
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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)
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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 |
| Explanation of Responses: |
|
|
|
|
Richard Robinson, by Teresa M. Connelly, Attorney-in-fact |
10/28/2008 |
|
** 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 Number. |
Exhibit 99.1
Note 1
140,000 shares were sold pursuant to a variable forward purchase contract
("Variable Forward") between the reporting person on one side and Deutsche Bank
Securities, Inc. and Deutsche Bank AG (together "DB") on the other.
The Variable Forward documents a transaction that will result in
an upfront payment to the reporting person against a future obligation
for him to deliver shares or cash with the share prices determined as
set forth below. Under the terms of the Variable Forward, the reporting
person's upfront payment will equal 83.7% of the proceeds of the sales made
under the Variable Forward. At maturity of the instrument (approx. one year),
the reporting person will deliver to DB either Issuer common shares or an
equivalent cash amount as discussed below.
With respect to each variable sale transaction reported on this Form 4,
if at the maturity date or an earlier termination ("Maturity"), the
price of the issuer's Common Shares is less than the sales price
indicated for a particular sale (hereafter, the "Threshold Price")
the reporting person will be required to pay DB at Maturity an amount
equal to the then current market value for each share sold at that
Threshold Price. If at Maturity the price of a share of the issuer's stock
is equal to or greater than the
applicable Threshold Price (up to 120% of the Threshold Price), the
reporting person is required to deliver the Threshold Price for each
share sold at that Threshold Price (i.e., reporting person retains
upside in the shares up to 120% of the Threshold Price). If the share
price at Maturity exceeds 120% of the relevant Threshold Price, then the
reporting person must deliver the Threshold Price plus all amounts by
which the share price exceeds 120% of the shares initially sold at that
Threshold Price (i.e., DB would receive all upside above 120% of the
Threshold Price). The reporting person may at his option deliver cash or
shares with an equivalent value at Maturity in order satisfy his obligation
under the Variable Forward. The applicable Threshold Prices are: (i) $18.0685
for the 90,000 share tranche and (ii) $17.4363 for the 50,000 share tranche.
The Variable Forward provides, inter alia, for the reporting person to retain
all voting rights (and certain dividend rights) in respect of the shares
subject to the Variable Forward unless and until he delivers them to
DB at Maturity. If the Variable Forward is cash settled upon Maturity,
the reporting person will retain the shares subject to the Variable Forward.
Note 2
The reporting person disposed of 420,000 shares pursuant to a block sale as
disclosed in Table 1 and entered into the Variable Forward discussed in
Note 1 above with respect to 140,000 shares for the sole purpose of generating
cash to reduce the balance outstanding on a personal demand loan to the level
required by DB.
Note 3
Mr. Robinson is the beneficial owner of 4,797,948 shares of
Common Stock, which includes 601,967 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) 490,000
shares of Common Stock subject to two variable forward
agreements. 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 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 (E) 7,594 shares of Common Stock
for which Mr. Robinson is custodian under a separate custodial account for
one of his sons, (F) 4,883 shares of Common Stock
with respect to which Mr. Robinson had voting rights at May 31,2008
under the Scholastic 401(k) Savings and Retirement Plan, and
(G) 4,212 shares owned directly by his minor children.
