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) 12/23/2016
	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	12/15/2016		A	V	123(1)	A	(1)	4,363,107	D
Common Stock	12/16/2016		J	V	427(2)	D	$48.04	4,362,680	D
Common Stock	12/21/2016		G	V	560(3)	D	$48.76	4,362,680	D
Common Stock	12/22/2016		G	V	10,000(4)	D	$47.89	4,352,680	D
Class A Stock	12/23/2016		M		10,193(5)	A	$36.21	4,362,873	D
Class A Stock	12/23/2016		J		10,193(6)	D	$36.21	4,352,680	D
Common Stock	12/23/2016		J		10,193(6)	A	$36.21	4,362,873	D
Common Stock	12/23/2016		S		10,193	D	$48	4,352,680	D
Class A Stock	12/27/2016		M		1,800(5)	A	$36.21	4,354,480	D
Class A Stock	12/27/2016		J		1,800(6)	D	$36.21	4,352,680	D
Common Stock	12/27/2016		J		1,800(6)	A	$36.21	4,354,480	D
Common Stock	12/27/2016		S		1,800	D	$48	4,352,680	D
Class A Stock	12/28/2016		M		10,000(5)	A	$36.21	4,362,680	D
Class A Stock	12/28/2016		J		10,000(6)	D	$36.21	4,352,680	D
Common Stock	12/28/2016		J		10,000(6)	A	$36.21	4,362,680	D
Common Stock	12/28/2016		S		10,000	D	$47.83(7)	4,352,680(9)	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
Employee Stock Option (right to buy)	$36.21	12/23/2016		M			10,193	(8)	09/19/2017	Class A Stock	10,193	$0	239,807	D
Employee Stock Option (right to buy)	$36.21	12/27/2016		M			1,800	(8)	09/19/2017	Class A Stock	1,800	$0	238,007	D
Employee Stock Option (right to buy)	$36.21	12/28/2016		M			10,000	(8)	09/19/2017	Class A Stock	10,000	$0	228,007	D

Explanation of Responses:

1. Represents the increase in number of shares in the 401(k) Plan since the last report relating to the 401(k) Plan.

2. Represents the sale of shares under a mandatory required distribution in the 401(k)Plan.

3. Represents a gift of 560 shares to his sons, which shares continue to be deemed beneficially owned by the reporting person.

4. Represents a gift of 10,000 shares to the Richard Robinson charitable foundation.

5. Represents the exercise of stock options due to expire on September 19, 2017.

6. Represents the conversion of Class A Stock to Common Stock.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $47.75-$47.92, inclusive. The reporting person undertakes to provide to Scholastic Corporation, any holder of Scholastic Corporation or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (7) to this Form 4.

8. Employee stock options vest ratably over a four year period beginning with the first anniversary after the date of grant.

9. See Exhibit 99.1

	Richard Robinson, by Teresa M. Connelly, attorney-in-fact	12/28/2016
	** 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.

Exhbit 99.1

Mr. Robinson is the beneficial owner of 4,352,680 shares of Common Stock,
which includes 531,388 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) 48,990 shares of
Common Stock for which Mr. Robinson is custodian for his sons,
(E) 11,004 shares of Common Stock with respect to which Mr. Robinson
had voting rights at under the Scholastic 401(k) Savings and Retirement Plan
and (F) 72,006 shares held in the RR 2014 Trust.