| Scholastic Corporation |
|
(Name of Issuer) |
| Common Stock, par value $.01 per share |
|
(Title of Class of Securities) |
| 807066105 |
|
(CUSIP Number) |
|
December 31, 2009 |
|
(Date of Event Which Requires Filing of this Statement) |
|
* |
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. |
|
CUSIP No.: 807066105 | |||
|
1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only). Richard Robinson | |||
|
2. Check the Appropriate Box if a Member of Group (See Instructions)
(a) ¨
(b) o | |||
|
3. SEC Use Only | |||
|
4. Citizenship or Place of Organization:
United States citizen | |||
|
Number of shares
beneficially owned
by each reporting
person with: |
|||
|
5. Sole Voting Power
2,920,175 | |||
|
6. Shared Voting Power
2,803,050 | |||
|
7. Sole Dispositive Power
2,920,175 | |||
|
8. Shared Dispositive Power
2,803,050 | |||
|
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
5,723,225 | |||
|
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
o | ||
|
11. Percent of Class Represented by Amount in Row (9)
15.1% | |||
|
12. Type of Reporting Person (See Instructions)
IN | |||
|
Item 1. |
|
|||||
|
(a) |
Name of Issuer: Scholastic Corporation | |||||
|
(b) |
Address of Issuer’s Principal Executive Offices
557 Broadway New York, NY 10012 | |||||
|
Item 2. |
|
|||||
|
(a) |
Name of Person Filing:
Richard Robinson | |||||
|
(b) |
Address of Principal Business Office or, if none, Residence
c/o Corporate Secretary, Scholastic Inc., 557 Broadway, New York, NY 10012 | |||||
|
(c) |
Citizenship
USA | |||||
|
(d) |
Title of Class of Securities:
Common, $.01 par value | |||||
|
(e) |
CUSIP Number
807066105 | |||||
|
Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |||||
| Not applicable. | ||||||
|
(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) |
o |
|
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |||
|
(f) |
¨ |
|
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |||
|
(g) |
¨ |
|
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |||
|
(h) |
¨ |
|
A savings associations 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 §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: 5,723,225 (see note to Item 4(a)). | ||||||
|
(b) |
Percent of class: 15.1% | ||||||
| (c) |
Number of shares as to which the person has: | ||||||
| (i) |
Sole power to vote or to direct the vote 2,920,175. | ||||||
| (ii) |
Shared power to vote or to direct the vote 2,803,050. | ||||||
| (iii) |
Sole power to dispose or to direct the disposition of 2,920,175. | ||||||
| (iv) |
Shared power to dispose or to direct the disposition of 2,803,050. | ||||||
|
Item 4(A). |
Includes (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) 35,000 shares of Common Stock owned by the Richard Robinson Charitable Fund. 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, Barbara Robinson Buckland, Florence Robinson Ford, Mary Sue Robinson Morrill and William W. Robinson, who are all siblings, and Andrew S. Hedden are trustees of the Maurice R. Robinson Trust, with Shared voting and investment power with respect to the shares of Common Stock and Class A Stock owned by the Maurice R. Robinson Trust, and Richard Robinson and Mary Sue Robinson Morrill are 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 Florence L. Robinson Trust. Also includes: (E) 1,103,250 shares of Class A stock issuable under Class A options. 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: (F) 620,687 shares held directly; (G) 8,044 shares of Common Stock for which Mr. Robinson is custodian under s separate custodial account for one of his sons; (H) 6,440 shares
of Common Stock with respect to which Mr. Robinson had voting rights at December 31, 2009 under the Scholastic 401(k) Savings and Retirement Plan; (I) stock options issued to Mr. Robinson under which he has the right to acquire up to 255,850 shares of Common Stock; and (J) 4,662 shares of Common Stock owned directly by his sons. | ||||||
|
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 o. | ||
|
Item 6. |
|
Ownership of More than Five Percent on Behalf of Another Person. |
|
|
Each of the Richard Robinson Charitable Fund, the Maurice R. Robinson Trust and the Florence L. Robinson Trust has the right to receive dividends from, or the proceeds from the sale of, the shares of Common Stock and Class A Stock referred to in the Note to Item 4(a) as being owned by it. In addition, the right to receive
dividends from, or the proceeds from the sale of, 8,044 shares of Common Stock accrues to Richard Robinson in his capacity as custodian under a separate custodial account for one of his sons. | |
|
Item 7. |
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company |
|
|
Not applicable. | |
|
Item 8. |
|
Identification and Classification of Members of the Group |
|
|
Not applicable. | |
|
Item 9. |
|
Notice of Dissolution of Group |
|
|
Not applicable. | |
|
Item 10. |
|
Certification |
|
Not applicable. | ||
|
|
| |
| Date: | February 16, 2010 | ||
|
Signature |
/s/ Richard Robinson | ||
|
Name: |
Richard Robinson |