Statement of Changes in Beneficial Ownership (4)
May 02 2019 - 12:42PM
Edgar (US Regulatory)
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FORM 4
[ ]
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
Estimated average burden
hours per response...
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
*
KRITZMACHER JOHN A
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2. Issuer Name
and
Ticker or Trading Symbol
WILEY JOHN & SONS, INC.
[
JWA/JWB
]
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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
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(Last)
(First)
(Middle)
111 RIVER STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/30/2019
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(Street)
HOBOKEN, NJ 07030
(City)
(State)
(Zip)
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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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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
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4/30/2019
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M
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6298.0000
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A
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$0
(1)
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32285.0000
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D
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Class A Common
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4/30/2019
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M
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3200.0000
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A
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$0.0000
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35485.0000
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D
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Class A Common
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4/30/2019
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M
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2302.0000
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A
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$0
(1)
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37787.0000
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D
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Class A Common
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4/30/2019
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M
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2288.0000
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A
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$0
(1)
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40075.0000
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D
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Class A Common
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4/30/2019
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M
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1788.0000
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A
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$0
(1)
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41863.0000
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D
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Class A Common
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4/30/2019
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M
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1750.0000
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A
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$0.0000
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43613.0000
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D
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Class A Common
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4/30/2019
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M
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953.0000
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A
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$0.0000
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44566.0000
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D
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Class A Common
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4/30/2019
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F
(2)
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5711.0000
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D
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$46.1800
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38855.0000
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D
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units
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$0.0000
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4/30/2019
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M
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953.0000
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(3)
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(3)
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Class A Common
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953.0000
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$0.0000
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12103.0000
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D
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Restricted Stock Units
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$0.0000
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4/30/2019
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M
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1750.0000
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(4)
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(4)
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Class A Common
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1750.0000
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$0.0000
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10353.0000
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D
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Restricted Stock Units
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(5)
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4/30/2019
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M
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1788.0000
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(6)
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(6)
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Class A Common
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1788.0000
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$0.0000
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22468.0000
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D
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Restricted Stock Units
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(5)
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4/30/2019
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M
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2288.0000
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(7)
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(7)
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Class A Common
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2288.0000
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$0.0000
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20180.0000
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D
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Restricted Stock Units
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(5)
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4/30/2019
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M
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2302.0000
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(8)
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(8)
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Class A Common
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2302.0000
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$0.0000
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17878.0000
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D
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Restricted Stock Units
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$0.0000
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4/30/2019
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M
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3200.0000
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(9)
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(9)
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Class A Common
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3200.0000
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$0.0000
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7153.0000
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D
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Restricted Stock Units
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(5)
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4/30/2019
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M
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6298.0000
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(10)
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(10)
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Class A Common
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6298.0000
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$0.0000
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11580.0000
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D
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Explanation of Responses:
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(1)
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0.00
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(2)
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Represents shares surrendered to cover withholding tax liability due upon vesting of restricted stock units.
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(3)
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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.
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(4)
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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.
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(5)
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Restricted stock units convert into Class A common stock on a one-for-one basis.
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(6)
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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.
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(7)
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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.
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(8)
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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.
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(9)
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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.
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(10)
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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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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KRITZMACHER JOHN A
111 RIVER STREET
HOBOKEN, NJ 07030
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CFO and EVP, Operations
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Signatures
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Gary M. Rinck
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5/2/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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