UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 11 )*
Scholastic
Corporation |
| (Name of Issuer) |
|
Common
Stock, par value $.01 per share
|
| (Title of Class of Securities) |
807066105 |
| (CUSIP Number) |
December
31, 2006 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| o | Rule 13d-l(b) | |
| o | Rule 13d-1(c) | |
| o | Rule 13d-1(d) |
*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.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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 control number.
| CUSIP No. 807066105 | ||||||||
|
1.
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Names of Reporting Persons. | |||||||
| I.R.S. Identification Nos. of above persons (entities only). | ||||||||
Richard
Robinson |
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions) | |||||||
| (a) |
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| (b) |
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3.
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SEC Use Only | |||||||
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4.
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Citizenship or Place of Organization. United States | |||||||
| Number of | 5. | Sole
Voting Power 3,904,359 |
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| Shares | ||||||||
| Beneficially by | 6. | Shared
Voting Power 2,879,876 |
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| Owned by Each | ||||||||
| Reporting Person | 7. | Sole
Dispositive Power 3,904,359 |
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| With: | ||||||||
| 8. | Shared
Dispositive Power 2,879,876 |
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person 6,784,235 | |||||||
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See | |||||||
| Instructions) | |X| | |||||||
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11.
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Percent of Class Represented by Amount in Row (9) 15.5% | |||||||
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12.
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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 | |||||
| (c) | Citizenship |
USA
|
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| (d) | Title of Class of Securities: Common, $01 par value | ||||
| (e) | CUSIP Number |
807066015
|
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| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.134-2(b) or (c), | ||||
| check whether the person filing is a: | |||||
| (a) | o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |||
| (b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |||
| (c) | o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. | |||
| 78c). | |||||
| (d) | o | 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) | o | An employee benefit plan or endowment fund in accordance with | |||
| §240.13d-l(b)(1)(ii)(F); | |||||
| (g) | x | A parent holding company or control person in accordance with §240.13d- | |||
| 1(b)(1)(ii)(G); | |||||
| (h) | o | A savings associations as defined in Section 3(b) of the Federal Deposit | |||
| Insurance Act (12 U.S.C. 1813); | |||||
| (i) | o |
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) | o |
Group, in accordance with §240.13d-l(b)(1)(ii)(J). |
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| 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: 6,784,235 (See note to Item 4(a)). | ||
| (b) | Percent of class: 15.5% | ||
| (c) | Number of shares as to which the person has: | ||
| (i) | Sole power to vote or to direct the vote 3,904,359. | ||
| (ii) | Shared power to vote or to direct the vote 2,879,876. | ||
| (iii) | Sole power to dispose or to direct the disposition of 3,904,359. | ||
| (iv) | Shared power to dispose or to direct the disposition of 2,879,876. | ||
| Note to |
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| 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) 73,894 shares of Common Stock owned by the Richard Robinson
and Helen Benham Charitable Fund as to which Mr. Robinson disclaims beneficial
ownership. 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, Mary Sue Robinson
Morrill and William W. Robinson 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 and (E) 666,000 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) 1,106,576 shares held
directly; (G) 350,000 shares held pursuant to a variable prepaid forward
stock sale; (H) 7,594 shares of Common Stock
for which Mr. Robinson is custodian under a separate custodial account
for one of his sons, (I) 3,814 shares of Common Stock with respect to which
Mr. Robinson had voting rights at December 31, 2006 under the Scholastic
401(k) Savings and Retirement Plan, and (J) 37,278 shares of Common Stock
underlying vested restricted stock units held under the Scholastic Corporation
Management Stock Purchase Plan and (K) stock options issued to Mr. Robinson
under which he has the right to acquire up to 849,787 shares of Common
Stock. |
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| 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. |
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| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. | ||
|
Each
of the Richard Robinson and Helen Benham 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, 7,594 shares
of Common Stock accrues to Richard Robinson in his capacity as custodian
under a separate custodial account for one of his sons. |
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| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the
|
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| 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. | |||
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.
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Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)