SEC Filing | Scholastic Corporation

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Bedi Satbir

(Last)

(First)

(Middle)

C/O CORPORATE SECRETARY, SCHOLASTIC CORP

557 BROADWAY

(Street)

NEW YORK

10012

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/01/2018

3. Issuer Name and Ticker or Trading Symbol
SCHOLASTIC CORP [ SCHL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Chief Technology Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	8,412⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee stock options (right to buy)	⁽²⁾	09/17/2023	Common Stock	2,356	30.17	D
Employee stock options (right to buy)	⁽²⁾	09/23/2024	Common Stock	10,204	33.87	D
Employee stock options (right to buy)	⁽²⁾	09/21/2025	Common Stock	11,979	43.56	D
Employee stock options (right to buy)	⁽²⁾	09/20/2026	Common Stock	19,806	39.16	D
Employee stock options (right to buy)	⁽²⁾	09/19/2027	Common Stock	23,468	38.6	D

Explanation of Responses:

1. Includes 6,601 unvested restricted stock units.

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

	Satbir Bedi, by Teresa M. Connelly, Esq.	06/11/2018
	** 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 5 (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.

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and
appoints each of Andrew S. Hedden and Teresa M. Connelly, signing singly,
the undersigned's true and lawful attorney-in-fact to:

1.	prepare, execute for and on behalf of the undersigned and submit to the
U.S. Securities and Exchange Commission (the "SEC") a Form ID, including
amendments thereto, and any other documents necessary or appropriate
to obtain codes and passwords enabling the undersigned to make electronic
filings with the SEC of reports required by Section 16(a) of the Securities
Exchange Act of 1934 (the "Exchange Act") and the rules thereunder;

2.	execute for and on behalf of the undersigned, in his capacity as
an officer and/or director of Scholastic Corporation (the "Company"),
Forms 3, 4 and 5 in accordance with Section 16(a) of the Exchange Act
and the rules thereunder;

3.	do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such
Form 3, 4 or 5 and timely file such form with the SEC and any stock exchange
or similar authority; and

4.	take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of
the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain terms and conditions as such attorney-in-fact may approve in
such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full
power of substitution or revocation, hereby ratifying and confirming
all that such attorney-in-fact, or such attorney-in-fact's substitute
or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and
powers herein granted.  The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section
16 of the Exchange Act.

This Power of Attorney shall supersede any previously executed powers
of attorney and remain in full force and effect until the undersigned
is no longer required to file Forms 4 and 5 with respect to the undersigned's
holdings of and transactions in securities issued by the Company, unless
earlier revoked by the undersigned in a signed writing delivered to
each foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 8th day of June 2018.

/s/Satbir Bedi
Satbir Bedi