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).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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)
07/20/2023
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
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 07/20/2023 A 81(1) A $34.77 13,209 D
Class A Common 10/25/2023 A 150(1) A $30.76 13,359 D
Class A Common 01/11/2024 A 149(1) A $31.48 13,508 D
Class A Common 04/25/2024 A 124(1) A $38.14 13,632 D
Class A Common 04/30/2024 M 991 A $0 14,623 D
Class A Common 04/30/2024 M 842 A $0 15,465 D
Class A Common 04/30/2024 M 1,160 A $0 16,625 D
Class A Common 04/30/2024 M 1,889 A $0 18,514 D
Class A Common 04/30/2024 F 2,286(2) D $37.57 16,228 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) 04/30/2024 M 991 (4) (4) Class A Common 991 $0 0(5) D
Restricted Stock Units (3) 04/30/2024 M 842 (6) (6) Class A Common 842 $0 843 D
Restricted Stock Units (3) 04/30/2024 M 1,160 (7) (7) Class A Common 1,160 $0 2,319 D
Restricted Stock Units (3) 04/30/2024 M 1,889 (8) (8) Class A Common 1,889 $0 5,667 D
Explanation of Responses:
1. Reflects shares acquired through a dividend reinvestment plan administered by the reporting person's broker dealer and not previously reported.
2. Represents shares surrendered to cover withholding tax liability due upon vesting of restricted stock units.
3. 1-for-1
4. 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.
5. As a result of this transaction, all restricted stock units granted on June 26, 2020 have vested.
6. 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.
7. 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.
8. On June 23, 2023, reporting person was granted 7,556 restricted stock units, vesting in four equal annual installments, beginning on April 30th of each year after the grant. Restricted stock units are subject to forfeiture under the terms and conditions of the grant.
Remarks:
/s/ Marjorie Pierre-Merritt, Attorney-In-Fact 05/02/2024
** 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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