John Wiley & Sons (WLY) Form 4 WILEY JOHN & SONS / JOHN A KRITZMACHER ownership change

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^*

KRITZMACHER JOHN A

(Last) (First) (Middle)

111 RIVER STREET

(Street)

HOBOKEN NJ 07030

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
WILEY JOHN & SONS, INC. [ JWA/JWB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CFO and EVP, Operations

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2019

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	04/30/2019		M		6,298	A	$0(1)	32,285	D
Class A Common	04/30/2019		M		3,200	A	$0.0000	35,485	D
Class A Common	04/30/2019		M		2,302	A	$0(1)	37,787	D
Class A Common	04/30/2019		M		2,288	A	$0(1)	40,075	D
Class A Common	04/30/2019		M		1,788	A	$0(1)	41,863	D
Class A Common	04/30/2019		M		1,750	A	$0.0000	43,613	D
Class A Common	04/30/2019		M		953	A	$0.0000	44,566	D
Class A Common	04/30/2019		F(2)		5,711	D	$46.18	38,855	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	$0.0000	04/30/2019		M			953	(3)	(3)	Class A Common	953	$0.0000	12,103	D
Restricted Stock Units	$0.0000	04/30/2019		M			1,750	(4)	(4)	Class A Common	1,750	$0.0000	10,353	D
Restricted Stock Units	(5)	04/30/2019		M			1,788	(6)	(6)	Class A Common	1,788	$0.0000	22,468	D
Restricted Stock Units	(5)	04/30/2019		M			2,288	(7)	(7)	Class A Common	2,288	$0.0000	20,180	D
Restricted Stock Units	(5)	04/30/2019		M			2,302	(8)	(8)	Class A Common	2,302	$0.0000	17,878	D
Restricted Stock Units	$0.0000	04/30/2019		M			3,200	(9)	(9)	Class A Common	3,200	$0.0000	7,153	D
Restricted Stock Units	(5)	04/30/2019		M			6,298	(10)	(10)	Class A Common	6,298	$0.0000	11,580	D

Explanation of Responses:

1. 0.00

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

3. On June 25, 2015, the reporting person was granted 3,810 restricted stock units, vesting in four equal annual installments beginning on April 30th of each year after grant.

4. On June 24, 2014, the reporting person was granted 3,500 restricted stock units, vesting 50% on April 30, 2018 and 50% on April 30, 2019.

5. Restricted stock units convert into Class A common stock on a one-for-one basis.

6. On June 20, 2018, the reporting person was granted 7,154 restricted stock units, vesting in four equal annual installments beginning on April 30th of each year after grant.

7. On June 21, 2017, the reporting person was granted 9,151 restricted stock units, vesting in four equal annual installments beginning on April 30th of each year after grant.

8. On June 22, 2016, the reporting person was granted 9,210 restricted stock units, vesting in four equal annual installments beginning on April 30th of each year after grant.

9. On May 31, 2018, the reporting person was granted 6,400 restricted stock units, vesting in equal amounts on June 30, 2018 and April 30, 2019.

10. On June 21, 2017, the reporting person was granted 19,084 restricted stock units, vesting in three equal annual installments beginning on April 30th of each year after grant.

	Gary M. Rinck	05/02/2019
	** Signature of Reporting Person	Date
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