0001104659-23-081281.txt : 20230714 0001104659-23-081281.hdr.sgml : 20230714 20230714170307 ACCESSION NUMBER: 0001104659-23-081281 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170620 FILED AS OF DATE: 20230714 DATE AS OF CHANGE: 20230714 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WILEY BRADFORD II CENTRAL INDEX KEY: 0001203434 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11507 FILM NUMBER: 231089711 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: JOHN WILEY & SONS, INC. CENTRAL INDEX KEY: 0000107140 STANDARD INDUSTRIAL CLASSIFICATION: BOOKS: PUBLISHING OR PUBLISHING AND PRINTING [2731] IRS NUMBER: 135593032 STATE OF INCORPORATION: NY FISCAL YEAR END: 0430 BUSINESS ADDRESS: STREET 1: 111 RIVER STREET CITY: HOBOKEN STATE: NJ ZIP: 07030 BUSINESS PHONE: 2017486000 MAIL ADDRESS: STREET 1: 111 RIVER STREET CITY: HOBOKEN STATE: NJ ZIP: 07030 FORMER COMPANY: FORMER CONFORMED NAME: WILEY JOHN & SONS, INC. DATE OF NAME CHANGE: 20070820 FORMER COMPANY: FORMER CONFORMED NAME: WILEY JOHN & SONS INC DATE OF NAME CHANGE: 19920703 4 1 tm2321282-4_4seq1.xml OWNERSHIP DOCUMENT X0407 4 2017-06-20 0 0000107140 JOHN WILEY & SONS, INC. WLY/WLYB 0001203434 WILEY BRADFORD II C/O BAKER BOTTS L.L.P., 2001 ROSS AVENUE, SUITE 900 DALLAS TX 75201 0 0 1 0 0 Class A Common Stock 2017-06-20 4 G 0 100000 0 D 428047 D Class A Common Stock 1200000 I WG6 LLC Class A Common Stock 462338 I EPH LLC Class A Common Stock 301645 I WBW LP Class A Common Stock 55673 I Co-Trustee Class B Common Stock 8125536 I EPH LLC Class B Common Stock 36720 I Co-Trustee The Reporting Person transferred 100,000 shares of Class A Common Stock to his ex-spouse on or around June 20, 2017 in connection with a divorce settlement. Following a routine review of the Reporting Person's holdings, the total number of shares of Class A Common Stock reflect a reduction of 99,849 shares from the time of the Reporting Person's last Section 16 report. Records are no longer available to determine whether the 151-share discrepancy was the result of a historical accounting error or share acquisition. Includes shares held by WG6 LLC, with respect to which the Reporting Person, Peter Booth Wiley ("PBW") and Deborah E. Wiley ("DEW") may be deemed to share beneficial ownership. Includes shares held by E.P. Hamilton Trusts LLC ("EPH LLC"), with respect to which the Reporting Person, PBW and DEW share beneficial ownership. The Reporting Person's last Section 16 report reflected indirect ownership through EPH LLC of 438,338 shares of Class A Common Stock, a typographical error which has been corrected to reflect indirect ownership through EPH LLC of 462,338 shares of Class A Common Stock . Includes shares held by W. Bradford Wiley & Associates, L.P. ("WBW LP"), with respect to which the Reporting Person, PBW and DEW share beneficial ownership. Includes shares held under the Trust of Esther B. Wiley, with respect to which the Reporting Person, PBW and DEW share beneficial ownership. Following a routine review of the Reporting Person's holdings, the total number of shares of Class A Common Stock held under the Trust of Esther B. Wiley have been updated to reflect the acquisition of approximately 600 shares of Class A Common Stock that was inadvertently not reported and with respect to which records are no longer available. Exhibit List: Exhibit 24 Power of Attorney.*Submitted by Nathaniel Wiley on behalf of Bradford Wiley II pursuant to the May 2, 2023 Power of Attorney. /s/ Nathaniel Wiley, attorney-in-fact for the Reporting Person 2023-07-14 EX-24 2 tm2321282d4_ex24.htm EXHIBIT 24

 

Exhibit 24

 

LIMITED POWER OF ATTORNEY

FOR CERTAIN EXCHANGE ACT REPORTING OBLIGATIONS

 

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Nathaniel Wiley, as the undersigned’s true and lawful attorney-in-fact, to:

 

1.Execute for and on behalf of the undersigned, Schedules 13D or 13G, Form ID - Uniform Application for Access Codes to file on Edgar, Forms 3, 4 or 5 and any other schedules or forms required to be filed in accordance with Sections 13 and 16 of the Securities Exchange Act of 1934 (the “Exchange Act”) or under Rule 144 under the Securities Act of 1933 (“Rule 144”), including Forms 144, and the rules promulgated thereunder (a “Filing”);

 

2.Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Filing, complete and execute any amendment or amendments thereto and timely file such Filings with the United States Securities and Exchange Commission and any stock exchange or similar authority;

 

3.Obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in the equity securities of John Wiley & Sons, Inc. (the “Company”) from any third party, including the Company and any brokers, dealers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such third party to release any such information to the attorney-in-fact; and

 

4.Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such signing attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such signing attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such signing attorney-in-fact may approve in his discretion.

 

The undersigned hereby grants to, but does not require, such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming (i) any of the undersigned’s responsibilities to comply with Sections 13 and 16 of the Exchange Act or Rule 144, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any liability of the undersigned for disgorgement of profits under Section 16(b) of the Exchange Act (collectively, “Filer Responsibilities”). Without limiting the generality of the foregoing, the undersigned agrees to indemnify and hold harmless the attorney-in-fact for all liabilities arising in connection with the Filing Responsibilities, including any attorney’s fees.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any Filings pursuant to Sections 13 and 16 of the Exchange Act and the rules promulgated thereunder with respect to the undersigned’s holdings of and transactions in securities relating to the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact. This Power of Attorney revokes all previous powers of attorney with respect to the subject matter of this Power of Attorney.

 

[Signature Page Follows]

 

 

 

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 2nd day of May, 2023.

 

  /s/ Bradford Wiley II
  Printed: Bradford Wiley II

 

STATE OF New Jersey )  
  )          ss.:  
COUNTY OF Hudson )  

 

On the 2nd day of May in the year 2023, before me, the undersigned notary public in and for said state, personally appeared Bradford Wiley II, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity, and that by his/her/their signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

 

  /s/ Diana Innis
  Notary Public
   
  (Seal)

 

[Signature Page to Limited Power of Attorney
for Certain Exchange Act Reporting Obligations]