Sec Form 3 Filing - Weber Andrew @ JOHN WILEY & SONS, INC. - 2024-11-22

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Weber Andrew
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, Technology and Operations
(Last) (First) (Middle)
111 RIVER STREET
3. Date of Earliest Transaction (MM/DD/YY)
11/22/2024
(Street)
HOBOKEN, NJ07030
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 4,055 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Non-Qualified Stock Options (right to buy) $ 35 ( 1 ) 11/02/2033 Class A Common 20,000 D
Restricted Stock Units ( 3 ) ( 2 ) ( 2 ) Class A Common 484 D
Restricted Stock Units ( 3 ) ( 4 ) ( 4 ) Class A Common 1,207 D
Restricted Stock Units ( 3 ) ( 5 ) ( 5 ) Class A Common 2,652 D
Restricted Stock Units ( 3 ) ( 6 ) ( 6 ) Class A Common 2,715 D
Restricted Stock Units ( 3 ) ( 7 ) ( 7 ) Class A Common 4,528 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Weber Andrew
111 RIVER STREET
HOBOKEN, NJ07030
EVP, Technology and Operations
Signatures
/s/ Deirdre P. Silver, Attorney-In-Fact 11/26/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Non-qualified stock options granted on November 2, 2023 under the John Wiley & Sons, Inc. 2022 Omnibus Stock and Long-Term Incentive Plan vesting as follows: 10% on 4/30/2024; 20% on 4/30/2025, 30% on 4/30/2026 and 40% on 4/30/2027, and are subject to forfeiture per the terms and conditions of the grant.
( 2 )On July 6, 2021, the reporting person was granted 1,934 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.
( 3 )Restricted stock units convert into Class A common stock on a one-for-one basis.
( 4 )On June 22, 2022, the reporting person was granted 2,413 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 )On June 23, 2023, the reporting person was granted 3,536 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 )On June 23, 2023, the reporting person was granted 3,619 restricted stock units, vesting in four equal annual installments, beginning on June 30th of each year after grant. Restricted stock units are subject to forfeiture under the terms and conditions of the grant.
( 7 )On June 26, 2024, the reporting person was granted 4,528 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.

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).
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