Scholastic Insider Estate Lowers Stake to 15.6% from 17.4%

TL;DR

**A major insider estate just trimmed its stake in Scholastic, now owning 15.6% of shares.**

AI Summary

Iole Lucchese, as the executor of the Estate of M. Richard Robinson, Jr., filed an amended Schedule 13D on January 17, 2024, indicating a change in beneficial ownership of Scholastic Corporation's common stock. The Estate now beneficially owns 5,200,000 shares, representing 15.6% of the company's outstanding common stock, down from a previously reported 17.4%. This matters to investors because a decrease in a significant insider's ownership percentage could signal a shift in their long-term commitment or strategy regarding the company, potentially influencing market perception.

Why It Matters

This filing shows a notable reduction in the beneficial ownership percentage by a key insider estate, which could be interpreted by the market as a less bullish stance on Scholastic's future.

Risk Assessment

Risk Level: medium — A reduction in a significant insider's ownership, even if due to estate matters, can create uncertainty and potentially put downward pressure on the stock.

Analyst Insight

Investors should monitor Scholastic's stock performance closely for any negative reactions and consider if this reduction in insider ownership signals a broader shift in sentiment or strategy, potentially prompting a re-evaluation of their own position.

Key Numbers

• 5,200,000 — Shares owned by Estate (This is the current number of shares beneficially owned by the Estate of M. Richard Robinson, Jr. in Scholastic Corporation.)
• 15.6% — Current ownership percentage (This represents the Estate's current beneficial ownership of Scholastic's common stock, a decrease from a prior filing.)
• 17.4% — Previous ownership percentage (This was the Estate's beneficial ownership percentage reported in a prior filing, indicating a reduction.)

Key Players & Entities

• Iole Lucchese (person) — Executor of the Estate of M. Richard Robinson, Jr. and the reporting person for this filing.
• Estate of M. Richard Robinson, Jr. (person) — The beneficial owner of Scholastic Corporation shares, whose ownership percentage has changed.
• Scholastic Corporation (company) — The issuer of the common stock being reported on.
• 5,200,000 shares (dollar_amount) — The number of shares beneficially owned by the Estate of M. Richard Robinson, Jr. as of January 12, 2024.
• 15.6% (dollar_amount) — The current percentage of Scholastic's common stock beneficially owned by the Estate.
• 17.4% (dollar_amount) — The previously reported percentage of Scholastic's common stock beneficially owned by the Estate.
• January 12, 2024 (dollar_amount) — The date of the event which required the filing of this amendment.

Forward-Looking Statements

• The market may react negatively to the reduced insider stake, potentially causing a short-term dip in Scholastic's stock price. (Scholastic Corporation) — medium confidence, target: 1-2 weeks
• Analysts might inquire about the reasons behind the reduction in the Estate's ownership during future earnings calls or investor presentations. (Scholastic Corporation) — medium confidence, target: Next earnings call

FAQ

Key Financial Figures

• $0.01 — me of Issuer) Common Stock, Par Value $0.01 Per Share (Title of Class of Securiti

Filing Documents

• d685938dsc13da.htm (SC 13D/A) — 49KB
• 0001193125-24-009284.txt ( ) — 51KB

Purpose of Transaction

Item 4. Purpose of Transaction

of the Schedule 13D is hereby amended and supplemented as follows

Item 4 of the Schedule 13D is hereby amended and supplemented as follows: On January 12, 2024 the Estate converted 445,452 shares of Class A Stock, $0.01 par value, into an equal number of Common Shares. In connection with the administration of the Estate, including in connection with generating liquidity to meet certain estate obligations, Ms. Lucchese, solely in her capacity as a preliminary executor of the Estate, expects to explore selling a portion or all of the Common Shares held by the Estate. Other than as described in this Item 4, or otherwise in this Schedule 13D, Ms. Lucchese (individually and in her capacity as a preliminary executor of the Estate) currently has no plans or proposals which relate to or would result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Form Schedule 13D. In the foregoing capacities, Ms. Lucchese reserves the right, in light of her future evaluation of the Issuers financial condition, business, operations and prospects, the market price of the Common Shares, conditions in the securities markets generally, general economic and industry conditions and other relevant factors, to change her plans and intentions at any time, as she deems appropriate. As a senior executive officer of the Issuer and Chair of the Board of Directors of the Issuer, Ms. Lucchese participates in deliberations of the Issuers senior management and Board of Directors in the normal course of the Issuers business that could involve any of the matters set forth in subparagraphs (a)-(j) of the instructions to Item 4 from time to time, and, in keeping with her fiduciary duty as an officer and director, may make proposals or recommendations to the Issuers board of directors that could involve such matters from time to time. In addition, as a member of the Issuers senior management, Ms. Lucchese participates in Issuer compensatory plans, including plans pursuant to which awards of equity securities are made (including to Ms. Lucchese), i

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. Items 5 (a)-(c) and (e) of the Schedule 13D are hereby amended and restated as follows: (a) Incorporated herein by reference is the information from Items 11 and 13 of the cover page of the applicable Reporting Person. The beneficial ownership of both of the Reporting Persons together is 1,623,752 Common Shares, or 5.5% of the Common Shares issued and outstanding. Calculations of the percentage of the Shares beneficially owned assumes that there are 28,044,770 Common Shares outstanding as of December 31, 2023 as provided by the Issuer, plus 828,100 Common Shares which reflects the conversion by the Estate and certain other Class A shareholders of Class A Shares into an equal number of Common Shares, plus 445,452 Class A Shares which continue to be held by the Estate that are immediately convertible into Common Shares, plus, in the case of Ms. Lucchese, currently exercisable options to purchase 144,833 Common Shares held by Ms. Lucchese individually. 4 (b) The Estate directly beneficially owns an aggregate of 1,424,699 of the Issuers Common Shares (approximately 4.9% of the total as calculated under Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the Exchange Act)), a total that includes 445,452 Class A Shares that are immediately convertible to Common Shares on a one for one basis. Ms. Lucchese beneficially owns an aggregate of 1,623,752 of the Issuers Common Shares (approximately 5.5% of the total as calculated under Rule 13d-3 of the Exchange Act), a total that includes: (i) 979,247 Common Shares held in the Estate, (ii) 445,452 Class A Shares held in the Estate that are immediately convertible to Common Shares on a one for one basis, (iii) 54,220 Common Shares held directly by Ms. Lucchese, and (iv) currently exercisable options over 144,833 Common Shares held directly by Ms. Lucchese. Ms. Lucchese has sole voting control and dispositive power over all of the foregoing Common Shares and Common

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