Brian A. Napack - May 1, 2023 Form 4 Insider Report for JOHN WILEY & SONS, INC. (WLY)

Role: President & CEO, Director
Signature: /s/ Marjorie Pierre-Merritt, Attorney-In-Fact
Stock symbol: WLY
Transactions as of: May 1, 2023
Transactions value $: -$398,912
Form type: 4
Date filed: 5/3/2023, 12:20 PM
Previous filing: Jul 1, 2022
Next filing: Jul 5, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	WLY	Class A Common	Options Exercise	$0	+7.22K	+5.58%	$0.00	137K	May 1, 2023	Direct
transaction	WLY	Class A Common	Options Exercise	$0	+8.42K	+6.17%	$0.00	145K	May 1, 2023	Direct
transaction	WLY	Class A Common	Options Exercise	$0	+5.92K	+4.08%	$0.00	151K	May 1, 2023	Direct
transaction	WLY	Class A Common	Options Exercise	$0	+7.77K	+5.15%	$0.00	159K	May 1, 2023	Direct
transaction	WLY	Class A Common	Tax liability	-$399K	-10.4K	-6.58%	$38.21	148K	May 1, 2023	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	WLY	Restricted Stock Units	Options Exercise	$0	-7.22K	-100%	$0.00^*	0	May 1, 2023	Class A Common	7.22K		Direct	F2, F3, F4, F5, F6
transaction	WLY	Restricted Stock Units	Options Exercise	$0	-8.42K	-50%	$0.00	8.43K	May 1, 2023	Class A Common	8.42K		Direct	F2, F3, F5, F7
transaction	WLY	Restricted Stock Units	Options Exercise	$0	-5.92K	-33.33%	$0.00	11.8K	May 1, 2023	Class A Common	5.92K		Direct	F2, F3, F5, F8
transaction	WLY	Restricted Stock Units	Options Exercise	$0	-7.77K	-25%	$0.00	23.3K	May 1, 2023	Class A Common	7.77K		Direct	F2, F3, F5, F9

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents shares surrendered to cover withholding tax liability due upon vesting of restricted stock units.
F2	1-for-1
F3	Vesting date of April 30, 2023 was a Sunday, therefore, the transaction was processed on the following Monday, May 1, 2023.
F4	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.
F5	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.
F6	As a result of this transaction, all restricted stock units for the June 27, 2019 grant have vested.
F7	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.
F8	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.
F9	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.