Kritzmacher John A 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)
Exec VP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2017

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	04/30/2017		M		5,345	A	$0(1)	15,415	D
Class A Common	04/30/2017		M		2,302	A	$0(1)	17,717	D
Class A Common	04/30/2017		M		953	A	$0.0000	18,670	D
Class A Common	04/30/2017		F		2,903(2)	D	$52.7	15,767	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 Performance Units	(3)	04/30/2017		M			5,345	(4)	(4)	Class A Common	5,345	$0.0000	5,345	D
Restricted Stock Units	$0.0000(5)	04/30/2017		M			953	(6)	(6)	Class A Common	953	$0.0000	6,357	D
Restricted Stock Units	(5)	04/30/2017		M			2,302	(7)	(7)	Class A Common	2,302	$0.0000	6,903	D

Explanation of Responses:

1. $0.00

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

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

4. Restricted performance units vest 50% of payout grant on each of the 4th and 5th anniversaries of the underlying performance stock unit grant.

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

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

7. On June 22, 2016, the reporting person was granted 9,205 restricted stock units, vesting in four equal annual installments on April 30 of each year after the grant.

	Gary M. Rinck	05/02/2017
	** 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).
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