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*
Else-Mitchell Rose

(Last) (First) (Middle)
SCHOLASTIC INC., C/O CORPORATE SECRETARY
557 BROADWAY

(Street)
NEW YORK NY 10012

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/01/2021
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)
President, Education Solutions
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(1) 14,542(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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock options (right to buy) (2) 09/22/2027 Common Stock 53,050 20.63 D
Explanation of Responses:
1. Represents restricted stock units granted to the reporting person that vest ratably over a three year period beginning with the first anniversary after the date of grant.
2. Employee stock options vest ratably over a three year period beginning with the first anniversary after the date of grant.
/s/ Rose Else-Mitchell, by Teresa M. Connelly, Esq., Attorney-in-fact 06/09/2021
** 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.
Exhibit 24.1
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 her 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 ID or 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 ubstitution 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 evoked 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 2021.



       Rose Else Mitchell