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*
(Street)
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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)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/20/2017 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 Stock | 06/20/2017 | G | 100,000 | D | $0 | 428,047(1) | D | |||
| Class A Common Stock | 1,200,000 | I | WG6 LLC(2) | |||||||
| Class A Common Stock | 462,338 | I | EPH LLC(3)(4) | |||||||
| Class A Common Stock | 301,645 | I | WBW LP(5) | |||||||
| Class A Common Stock | 55,673 | I | Co-Trustee(6) | |||||||
| Class B Common Stock | 8,125,536 | I | EPH LLC(2) | |||||||
| Class B Common Stock | 36,720 | I | Co-Trustee(6) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Explanation of Responses: |
| 1. 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. |
| 2. 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. |
| 3. Includes shares held by E.P. Hamilton Trusts LLC ("EPH LLC"), with respect to which the Reporting Person, PBW and DEW share beneficial ownership. |
| 4. 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 . |
| 5. 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. |
| 6. 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. |
| Remarks: |
| 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 | 07/14/2023 | |
| ** 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||