SEC FORM 4

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^*

Caridi Christopher

(Last)

(First)

(Middle)

111 RIVER STREET

(Street)

HOBOKEN

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)
	SVP, Global Corp Controller

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common	05/01/2023		M		927	A	$0	5,549	D
Class A Common	05/01/2023		M		394	A	$0	5,943	D
Class A Common	05/01/2023		M		329	A	$0	6,272	D
Class A Common	05/01/2023		F		607⁽¹⁾	D	$38.21	5,665	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾	05/01/2023⁽³⁾		M			927	⁽⁴⁾	⁽⁴⁾	Class A Common	927	$0	451⁽⁵⁾	D
Restricted Stock Units	⁽²⁾	05/01/2023⁽³⁾		M			329	⁽⁶⁾	⁽⁶⁾	Class A Common	329	$0	658⁽⁵⁾	D
Restricted Stock Units	⁽²⁾	05/01/2023⁽³⁾		M			394	⁽⁷⁾	⁽⁷⁾	Class A Common	394	$0	1,185⁽⁵⁾	D

Explanation of Responses:

1. Represents shares surrendered to cover withholding tax liability due upon vesting of restricted stock units.

2. 1-for-1

3. Vesting date of April 30, 2023 was on a Sunday, therefore, transaction was processed on the following Monday, May 1, 2023.

4. On October 26, 2020, the reporting person was granted 4,203 restricted stock units to vest: 1609 shares on April 30, 2021, 1216 shares on April 30, 2022, 927 shares on April 30, 2023, and 451 shares on April 30, 2024.

5. 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.

6. On June 24, 2021, the reporting person was granted 1,316 restricted stock units to vests 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 1,579 restricted stock units to vests 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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