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Document Number: 1
File Name: scholastic13ga.txt
Type: SC 13G/A
Description:
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                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549

                                    SCHEDULE 13G

                      Under the Securities Exchange Act of 1934

                       Amendment No: 3


                               Scholastic
            ------------------------------------------------------------
                                  (Name of Issuer)


                           Common Stock
            ------------------------------------------------------------
                             (Title of Class of Securities)


                                807066105
                           -------------------------------
                                   (CUSIP Number)

                                  December 31, 2015
            ------------------------------------------------------------
               (Date of Event Which Requires Filing of this Statement)

            Check the appropriate box to designate the rule pursuant to
            which this Schedule is filed:

             |X| Rule 13-d-1(b)
                 Rule 13-d-1(c)
                 Rule 13-d-1(d)

            *The remainder of this cover page shall be filled out for a
            reporting person's initial filing on this form with respect
            to the subject class of securities, and for any subsequent
            amendment containing information which would alter the
            disclosures provided in a prior cover page.

            The information required in the remainder of this cover page
            shall not be deemed to be "filed" for the purpose of Section
            18 of the Securities Exchange Act of 1934 ("Act") or
            otherwise subject to the liabilities of that section of the
            Act but shall be subject to all other provisions of the Act
            (however, see the Notes).



                                                                 
                           1.    Name of Reporting Persons.
                                 I.R.S. Identification Nos. of above
                                 persons (entities only).
                                 Fairpointe Capital LLC 27-4469222
                                 -------------------------------------

                           2.    Check the Appropriate Box if a Member
                                 of a Group (See Instructions)
                                 N/A
                                 (a)  [    ]
                                 (b)  [    ]
                           3.    SEC use only_________________________
                           4.    Citizenship or Place of Organization
                                         Chicago, IL
                                     -------------------------
            Number of      5.    Sole Voting Power                        1983594.0
            Shares
            Beneficially
            Owned
            by Each        6.    Shared Voting Power                     0
            Reporting
            Person With:
                           7.    Sole Dispositive Power                   2012542.0

                           8.    Shared Dispositive Power                 24300.0

                           9.    Aggregate Amount Beneficially Owned by   2036842.0
                                 Each Reporting Person
                           10.   Check if the Aggregate Amount in Row         None
                                 (9) Excludes Certain Shares (See
                                 Instructions)
                           11.   Percent of Class Represented by Amount    6.2%
                                 in Row (9)
                           12.   Type of Reporting Person (See             IA
                                 Instructions)


       
CUSIP No. 807066105 Schedule 13G
Item 1. (a) Name of Issuer Scholastic Corp --------------------- (b) Address of Issuer's Principal 557 Broadway Executive Offices --------------------- New York, NY 10012 ---------------------
Item 2. (a) Name of Person Filing Fairpointe Capital LLC --------------------- (b) Address of Principal Business Office 1 N. Franklin Ste. 3300 or, if none, Residence Chicago, IL 60606 --------------------- (c) Citizenship United States --------------------- (d) Title of Class of Securities Common stock --------------------- (e) CUSIP Number 807066105 ---------------------
Item 3. If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or Dealer registered under Section 15 of the Act (15 U.S.C. 78o). (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance Company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [ ] Investment Company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [X ] An investment adviser registered under Section 240.13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G); (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [ ] Group, in accordance with Section 240.13d- 1(b)(1)(ii)(J).
Item 4. Ownership Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned 2036842.0 ----------------- (b) Percent of class 6.2% -----
(c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote 1983594.0 ----------- (ii) Shared power to vote or to direct the vote 0 ----------- (iii) Sole power to dispose or to direct the 2012542.0 disposition of ----------- (iv) Shared power to dispose or to direct the 24300.0 disposition of ----------- Item 5. Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following || Item 6. Ownership of More than Five Percent on Behalf of Another Person If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company If a parent holding company has filed this schedule, pursuant to Rule 13d-l(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. Item 8. Identification and Classification of Members of the Group If a group has filed this schedule pursuant to Section 240.13d- 1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Section 240.13d- 1(c) or Section 240.13d-1(d), attach an exhibit stating the identity of each member of the group. Item 9. Notice of Dissolution of Group Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. Item 10. Certification (a) The following certification shall be included if the statement is filed pursuant to 240.13d-1(b): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. (b) N/A SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. February 10, 2016 _____________________________ Date Michelle Katauskas _____________________________ Chief Compliance Officier