SEC Form SC 13G filed by Scholastic Corporation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 18)*

__________________________

Scholastic Corporation

(Name of Issuer)

__________________________

Common Stock,par value $.01 per share

(Title of Class of Securities)

807066105

(CUSIP Number)

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

__________________________

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ 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.

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CUSIP No. 807066105

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

4056 Hayvenhurst Drive, Encino, CA 91436-3645

(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 240.134-2(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) ☐ An investment adviser in accordance with §240.13d-l(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: 2,020,057 (see note to Item 4(a)).

(b) Percent of class:

7.0%

(c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote

188,345

(ii)  Shared power to vote or to direct the vote

1,831,712

(iii) Sole power to dispose or to direct the disposition of

188,345

(iv) Shared power to dispose or to direct the disposition of

1,831,712

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 ☐.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

The Maurice R. 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).

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, 2024

Signature: /s/ William W. Robinson

Name/Title William W. Robinson

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