SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Silver Deirdre P.
(Last) (First) (Middle)
111 RIVER STREET
(Street)
HOBOKEN NJ 07030
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
JOHN WILEY & SONS, INC. [ WLY, WLYB ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, General Counsel
3. Date of Earliest Transaction (Month/Day/Year)
05/01/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Rule 10b5-1(c) Transaction Indication

  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common 05/01/2023 M 118 A $0 6,164 D
Class A Common 05/01/2023 M 991 A $0 7,155 D
Class A Common 05/01/2023 M 842 A $0 7,997 D
Class A Common 05/01/2023 M 1,159 A $0 9,156 D
Class A Common 05/01/2023 F 970(1) D $38.21 8,186(2) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (3) 05/01/2023(4) M 118 (5) (5) Class A Common 118 $0 0(6)(7) D
Restricted Stock Units (3) 05/01/2023(4) M 991 (8) (8) Class A Common 991 $0 991(6) D
Restricted Stock Units (3) 05/01/2023(4) M 842 (9) (9) Class A Common 842 $0 1,685(6) D
Restricted Stock Units (3) 05/01/2023(4) M 1,159 (10) (10) Class A Common 1,159 $0 3,479(6) D
Explanation of Responses:
1. Represents shares surrendered to cover withholding tax liability due upon vesting of restricted stock units.
2. Outstanding beneficial ownership reported includes 334 shares acquired through automatic dividend reinvestment.
3. 1-for-1
4. Vesting date of April 30, 2023 was a Sunday, therefore, the transaction was processed on the following Monday, May 1, 2023.
5. On June 27, 2019, the reporting person was granted 469 restricted stock units, vesting in four equal annual installments, beginning on April 30th of each year after grant. Restricted stock units are subject to forfeiture under the terms and conditions of the grant.
6. Previously, outstanding beneficial ownership reported was the outstanding restricted stock units balance for all grants awarded. As of this filing, and on future filings, reporting of restricted stock units beneficially owned will be on an individual grant basis.
7. As a result of this transaction, all restricted stock units for the June 27, 2019 grant have vested.
8. On June 26, 2020, the reporting person was granted 3,964 restricted stock units, vesting in four equal annual installments, beginning on April 30th of each year after grant. Restricted stock units are subject to forfeiture under the terms and conditions of the grant.
9. On June 24, 2021, the reporting person was granted 3,369 restricted stock units, vesting in four equal annual installments, beginning on April 30th of each year after grant. Restricted stock units are subject to forfeiture under the terms and conditions of the grant.
10. On June 22, 2022, the reporting person was granted 4,638 restricted stock units, vesting in four equal annual installments, beginning on April 30th of each year after grant. Restricted stock units are subject to forfeiture under the terms and conditions of the grant.
Remarks:
/s/ Marjorie Pierre-Merritt, Attorney-In-Fact 05/03/2023
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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