UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.      7                )*

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.
       Names of Reporting Persons.
 
  I.R.S. Identification Nos. of above persons (entities only).
       
William W. Robinson
       
 
2.
  Check the Appropriate Box if a Member of a Group (See Instructions)
 
    (a)        
 
 
     (b)        
 
 
3.
  SEC Use Only
 
 
4.
  Citizenship or Place of Organization. United States
 
Number of 5.            Sole Voting Power 243,363*
Shares        
Beneficially by 6.   Shared Voting Power 2,345,942*
Owned by Each        
Reporting Person 7.   Sole Dispositive Power 243,363
With:        
      8.   Shared Dispositive Power 2,345,942
       
  9.   Aggregate Amount Beneficially Owned by Each Reporting Person 2,504,212
       
  10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
      Instructions) |X|  
 
  11.   Percent of Class Represented by Amount in Row (9) 6.3%
 
  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: William W. Robinson
     
  (b) Address of Principal Business Office or, if none, Residence
     
    1016 Centre Street, Newton, MA 02459
     
  (c) Citizenship USA  
         
  (d) Title of Class of Securities: Common, par value $.01 per share
     
  (e) CUSIP Number                807066015  
         
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).
 
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: 2,589,315 (see note to Item 4(a)).
     
  (b) Percent of class: 6.3%.
     
  (c) Number of shares as to which the person has:
     
    (i) Sole power to vote or to direct the vote 243,363
       
    (ii) Shared power to vote or to direct the vote 2,345,952
       
    (iii) Sole power to dispose or to direct the disposition of 243,363.
       
    (iv) Shared power to dispose or to direct the disposition of 2,345,952.
       
  Note to Item 4(a):
   
 
Includes (A) 8,120 shares and 6,120 shares of Common Stock owned by two trusts for the benefit of the children of Mr. W. Robinson, of which he shares voting and investment power with his wife, Kathryn K. Robinson, and (B) shares owned by 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. 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. 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. Does not include 25,000 shares of Common Stock held in the 1997 Robinson Family Trust in respect of all of which Mr. W. Robinson disclaims beneficial ownership, voting power and dispositive power and 64,728 shares owned by his wife.
   
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.
       
                The trusts of the children of Mr. W. Robinson and the Maurice R. Robinson Trust have 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).
     
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.    

 

 

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, 2006
     
    Signature: /s/William W. Robinson
 
 
 
    Name/Title William W. Robinson

               The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d -7 for other parties for whom copies are to be sent.

               Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)