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
 
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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)
04/19/2007
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 04/19/2007 M 14,152 A $17.595 5,175,640 D
Common Stock 04/19/2007 M 139,785 A $18.345 5,315,425(1) 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) $17.595 04/19/2007 M 14,152 07/15/1998 07/16/2007 Common Stock 14,152 $0 0 D
Employee stock option (right to buy) $18.345 04/19/2007 M 139,785 09/16/1998 09/16/2007 Common Stock 139,785 $0 0 D
Explanation of Responses:
1. See Exhibit 99
Richard Robinson, by Teresa M. Connelly, Attorney-in-fact 04/23/2007
** 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 - The balance includes: 1,260,513 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 and (B) 350,000 shares subject to a
prepaid variable forward sale contract.  Also includes
shares owned by (C) 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 (D) 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 four 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
(E) 7,594 shares of Common Stock for which
Mr. Robinson is custodian under a separate
custodial account for one of his sons,
and (F) 4,212 shares
owned directly by his minor children and (G) 3,814 shares under
the Scholastic Corporation 401(k) Plan.