Statement of Changes in Beneficial Ownership (4)
03 Maio 2023 - 1:21PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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0.5
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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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1. Name and Address of Reporting Person
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Napack Brian A. |
2. Issuer Name and Ticker or Trading Symbol
JOHN WILEY & SONS, INC.
[
WLY, WLYB
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President & CEO |
(Last)
(First)
(Middle)
111 RIVER STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/1/2023 |
(Street)
HOBOKEN, NJ 07030 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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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.
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common | 5/1/2023 | | M | | 7220 | A | $0 | 136505 | D | |
Class A Common | 5/1/2023 | | M | | 8424 | A | $0 | 144929 | D | |
Class A Common | 5/1/2023 | | M | | 5916 | A | $0 | 150845 | D | |
Class A Common | 5/1/2023 | | M | | 7771 | A | $0 | 158616 | D | |
Class A Common | 5/1/2023 | | F | | 10440 (1) | D | $38.21 | 148176 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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 |
Restricted Stock Units | (2) | 5/1/2023 (3) | | M | | | 7220 | (4) | (4) | Class A Common | 7220.0 | $0 | 0 (5)(6) | D | |
Restricted Stock Units | (2) | 5/1/2023 (3) | | M | | | 8424 | (7) | (7) | Class A Common | 8424.0 | $0 | 8425 (5) | D | |
Restricted Stock Units | (2) | 5/1/2023 (3) | | M | | | 5916 | (8) | (8) | Class A Common | 5916.0 | $0 | 11833 (5) | D | |
Restricted Stock Units | (2) | 5/1/2023 (3) | | M | | | 7771 | (9) | (9) | Class A Common | 7771.0 | $0 | 23313 (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 a Sunday, therefore, the transaction was processed on the following Monday, May 1, 2023. |
(4) | On June 27, 2019, the reporting person was granted 28,878 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) | 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) | As a result of this transaction, all restricted stock units for the June 27, 2019 grant have vested. |
(7) | On June 26, 2020, the reporting person was granted 33,697 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. |
(8) | On June 24, 2021, the reporting person was granted 23,665 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. |
(9) | On June 22, 2022, the reporting person was granted 31,084 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Napack Brian A. 111 RIVER STREET HOBOKEN, NJ 07030 | X |
| President & CEO |
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Signatures
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/s/ Marjorie Pierre-Merritt, Attorney-In-Fact | | 5/3/2023 |
**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 control number. |
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