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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 and President
3. Date of Earliest Transaction (Month/Day/Year)
09/02/2014
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 09/02/2014 M 15,918(1) A $35.2 4,396,295 D
Common Stock 09/02/2014 F 8,512(1) D $35.2 4,387,783(2) 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
Restricted Stock Units (1) 09/02/2014 M 15,918 09/02/2014 09/02/2014 Common Stock 15,918 $26.64 0 D
Restricted Stock Units (3) 09/02/2014 A 42,790 09/02/2017 09/02/2017 Common Stock 42,790 $23.79 42,790 D
Explanation of Responses:
1. Restricted stock units ("RSUs") acquired by the reporting person on 9/1/11 under the MSPP in lieu of cash bonus; converted into shares of Common Stock on a one-for-one basis on 9/2/14, the first business day following expiration of the deferral period selected by the reporting person. RSU price is equal to 75% of the lowest closing price for the underlying Common Stock in the fiscal quarter ended August 31, 2011.
2. See Exhibit 99.1
3. Acquired under the Scholastic Corporation Management Stock Purchase Plan in lieu of cash bonus; to be converted into shares of Common Stock on a one-for-one basis upon expiration of the deferral period selected by the reporting person. Vests on third anniversary of the award date. Price is equal to 75% of the lowest closing price for the underlying Common Stock in the fiscal quarter ended August 31, 2014.
Richard Robinson, by Teresa M. Connelly, Attorney-in-fact 09/04/2014
** 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.
Note 1
Mr. Robinson is the beneficial owner of 4,387,783 shares of Common Stock,
which includes 641,304 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 ofCommon Stock,
at any time at the option of the holder thereof, on a
share-for-share basis; Also includes (D) 47,086 shares of
Common Stock for which Mr. Robinson is custodian for his sons,
(E)  10,101 shares of Common Stock with respect to which Mr. Robinson
had voting rights at under the Scholastic 401(k) Savings and Retirement Plan.