SC 13G: SCHOLASTIC CORP

AI Summary

SC 13G filing by SCHOLASTIC CORP.

Risk Assessment

Risk Level: low

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Filing Documents

• andy_13-g.htm (SC 13G) — 69KB
• 0000950170-24-015271.txt ( ) — 71KB

Ownership

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: 2,121,935 (see note to Item 4(a)). (b) Percent of class: 7.4% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote 187,404 (ii) Shared power to vote or to direct the vote 1,940,531. (iii) Sole power to dispose or to direct the disposition of 181,404. (iv) Shared power to dispose or to direct the disposition of 1,940,531. Note to Item 4 (A): Includes (A) 68,138 shares held by the Richard Robinson Charitable Trust of which Mary Sue Robinson Morrill and Andrew S. Hedden are trustees, (B) 49,681 shares held by the Richard Robinson Family Trust of which Mary Sue Robinson Morrill and Andrew S. Hedden are trustees and (c) shares owned by the Trust under the Will of Maurice R. Robinson (the “Maurice R. Robinson Trust”), as follows: (i) 1,183,092 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. 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. 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 48,125 shares held directly and 133,279 stock options issued to Mr. Hedden under which he has the right to acquire up to 133,279 shares of Common Stock.

Ownership of Five Percent or Less of a Class

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 .

Ownership of More than Five Percent on Behalf of Another Person

Item 6. Ownership of More than Five Percent on Behalf of Another Person. Each of the Maurice R. Robinson Trust, the Richard Robinson Charitable Trust and the Richard Robinson Family 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. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company Not applicable.

Identification and Classification of Members of the Group

Item 8. Identification and Classification of Members of the Group Not applicable.

Notice of Dissolution of Group

Item 9. Notice of Dissolution of Group Not applicable.

Certification

Item 10. Certification Not applicable. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 14, 2024 Signature /s/ Andrew S. Hedden Name/Title: Andrew S. Hedden Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

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