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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 		 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
ROBINSON RICHARD
(Last) (First) (Middle)
C/O CORPORATE SECRETARY, SCHOLASTIC CORP
557 BROADWAY
(Street)
NEW YORK NY 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 X 10% Owner
X Officer (give title below) Other (specify below)
CEO, Chairman & President
3. Date of Earliest Transaction (Month/Day/Year)
10/30/2009
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 10/30/2009 J(1) 77,275(1) D (1) 4,372,230 D
Common Stock 11/02/2009 J(2) 43,105(2) D (2) 4,329,125(3) 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
Forward sale contract (obligation to sell) (1) 10/30/2009 J(1) 90,000 10/27/2009 10/27/2009 Common stock 90,000 $0(1) 0(1) D
Forward sale contract (obligation to sell) (2) 11/02/2009 J(2) 50,000 10/28/2009 10/28/2009 Common stock 50,000 $0(2) 0(2) D
Explanation of Responses:
1. Sale pursuant to variable forward contract - see Note 1 in Exhibit 99.1
2. Sale pursuant to variable forward contract - see Note 2 in Exhibit 99.1
3. See Note 3 in Exhibit 99.1 with regard to Mr. Robinson's holdings.
Richard Robinson, by Teresa M. Connelly, Attorney-in-fact 11/03/2009
** 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
On October 30, 2009, the reporting person settled a variable pre-paid
forward sale contract that was entered into on October 27, 2008 with
an unaffiliated third party purchaser.
The contract obligated the reporting person to deliver to the purchaser
up to 90,000 shares of Scholastic Corporation common stock (or, at
the reporting person's election, an equivalent amount of cash) on
the maturity date of the contract (October 27, 2009).
In exchange for assuming this obligation, the reporting person
received a cash payment of $1,361,100 as of the date of entering into
the contract. The reporting person pledged
90,000 shares of Scholastic Corporation common stock (the "Pledged Shares")
to secure his obligations under the contract, and retained dividend and
voting rights in the Pledged Shares
during the term of the pledge. The contract provided that the number of
shares of Scholastic
Corporation common stock that the reporting person would be obligated
to deliver to the purchaser on the maturity date would be determined
as follows: (a) if the closing price of Scholastic Corporation
common stock on October 27, 2009 (the "Settlement Price") was less
than or equal to the $18.0685 (the "Floor Price") , the reporting
person would deliver to the purchaser all of
the Pledged Shares; (b) if the Settlement Price was between the
Floor Price and $21.6822 (the "Threshold Price"), the reporting
person would deliver to the purchaser a number shares of Scholastic
Corporation common stock equal to the Floor Price divided by
the Settlement Price multiplied by the Pledged Shares; and (c) if
the Settlement Price was greater than the Threshold Price, the reporting
person would deliver to the Purchaser a number of shares of Scholastic
Corporation common stock equal to an equation whereby the numerator is
equal to the Floor Price plus the difference between the Settlement
Price and the Threshold Price and the denominator is the Settlement Price
multiplied by the Pledged Shares. On October 27, 2009, the Settlement
Price was $25.56. Accordingly, the reporting person transferred
to the purchaser 77,275 of the Pledged Shares, and the buyer returned
to the reporting person the remaining 12,725 Pledged Shares.


Note 2
On November 2, 2009, the reporting person settled a variable pre-paid forward
sale contract
that was entered into on October 28, 2008 with an unaffiliated third party
purchaser. The contract obligated the reporting person to deliver to the
purchaser up to 50,000 shares of Scholastic Corporation common stock
(or, at the reporting person's election, an equivalent amount of cash) on
the maturity date of the contract (October 28, 2009). In exchange for assuming
this obligation, the reporting person received a cash payment of $729,709 as of
the date of entering into the contract. The reporting person pledged
50,000 shares of Scholastic Corporation common stock (the "Pledged Shares")
to secure his
obligations under the contract, and retained dividend and voting rights
in the Pledged Shares during the term of the pledge. The contract provided
that the number of shares of Scholastic Corporation common stock that the
reporting person would be obligated to deliver to the purchaser on the
maturity date would be determined as follows: (a) if the closing price of
Scholastic Corporation common stock on October 28, 2009
(the "Settlement Price") was less than or equal to the $17.4363
(the "Floor Price"), the reporting person would deliver to the
purchaser all of the Pledged Shares; (b) if the Settlement Price was
between the Floor Price and $20.9236 (the "Threshold Price"),
the reporting person would deliver to the purchaser a number shares of
Scholastic Corporation common stock equal to the Floor Price divided
by the Settlement Price multiplied by the Pledged
Shares; and (c) if the Settlement Price was greater than the Threshold
Price, the reporting person would deliver to the Purchaser a number of
shares of Scholastic Corporation common stock equal to an equation
whereby the numerator is equal to the Floor Price plus the difference
between the Settlement Price and the Threshold Price and the denominator
is the settlement Price multiplied by the Pledged Shares. On October 28, 2009,
the Settlement Price was $25.29. Accordingly, the reporting person
transferred to the purchaser 43,105 of the Pledged Shares, and the buyer
returned to the reporting person the remaining
6,895 Pledged Shares.

Note 3
Mr. Robinson is the beneficial owner of 4,329,125 shares of Common Stock,
which
includes 621,587 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;
also includes shares owned by (B) 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 (C) 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 (D) 7,594 shares of Common Stock for which Mr.
Robinson is custodian
under a separate custodial account for one of his sons, (E)
6,440 shares of Common Stock with respect to which Mr. Robinson
had voting rights at May 31, 2009 under the Scholastic 401(k) Savings
and Retirement Plan, and (G) 4,212 shares
owned directly by his minor children.