JOHN WILEY & SONS, INC. — Director's Dealing 2023

May 3, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHN WILEY & SONS, INC. (WLY, WLYB)
CIK: 0000107140
Period of Report: 2023-05-01

Reporting Person: McMahan Danielle (EVP, Chief People and Bus Ops)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-05-01	Class A Common	M	953	—	Acquired	2553	Direct
2023-05-01	Class A Common	M	1115	—	Acquired	3668	Direct
2023-05-01	Class A Common	M	989	—	Acquired	4657	Direct
2023-05-01	Class A Common	M	1231	—	Acquired	5888	Direct
2023-05-01	Class A Common	F	1330	$38.21	Disposed	4558	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-05-01	Restricted Stock Units	$	M	953	Disposed		Class A Common (953.0)	Direct
2023-05-01	Restricted Stock Units	$	M	1115	Disposed		Class A Common (1115.0)	Direct
2023-05-01	Restricted Stock Units	$	M	989	Disposed		Class A Common (989.0)	Direct
2023-05-01	Restricted Stock Units	$	M	1231	Disposed		Class A Common (1231.0)	Direct

Footnotes

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 November 11, 2019, the reporting person was granted 3,811 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 November 11, 2019 grant have vested.

F7: On June 26, 2020, the reporting person was granted 4,460 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 3,957 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 24, 2022, the reporting person was granted 4,924 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.