Brian O. Hemphill - Sep 28, 2023 Form 4 Insider Report for JOHN WILEY & SONS, INC. (WLY)

Role: Director
Signature: /s/ Marjorie Pierre-Merritt, Attorney-In-Fact
Stock symbol: WLY
Transactions as of: Sep 28, 2023
Transactions value $: $119,999
Form type: 4
Date filed: 9/29/2023, 06:00 PM
Previous filing: Jul 21, 2023
Next filing: Oct 27, 2023

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	Phantom Stock Units	Award	$120K	+3.22K	+80.53%	$37.29	7.21K	Sep 28, 2023	Class A Common	3.22K		Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	1-for-1.
F2	Annual director stock award issued pursuant to the John Wiley and Sons, Inc. 2022 Omnibus Stock and Long-Term Incentive Plan and deferred under the Director Deferred Compensation Plan. Such shares will vest on the earliest of (i) the day before the next Annual Meeting, (ii) the director's death/disability, and (iii) a change in control event. Shares settled upon retirement from the Board in 100% of John Wiley & Sons, Inc. Class A Common stock. Pursuant to the Deferred Compensation Plan, the director will receive distribution of his/her deferred compensation in accordance with his/her distribution election in either a lump sum or in ratable installments over a period not to exceed 10 years.

Content

1-for-1.

Annual director stock award issued pursuant to the John Wiley and Sons, Inc. 2022 Omnibus Stock and Long-Term Incentive Plan and deferred under the Director Deferred Compensation Plan. Such shares will vest on the earliest of (i) the day before the next Annual Meeting, (ii) the director's death/disability, and (iii) a change in control event. Shares settled upon retirement from the Board in 100% of John Wiley & Sons, Inc. Class A Common stock. Pursuant to the Deferred Compensation Plan, the director will receive distribution of his/her deferred compensation in accordance with his/her distribution election in either a lump sum or in ratable installments over a period not to exceed 10 years.