8-K 1 fy128k.htm STOCK TRADING PLAN 8K fy128k.htm
 




UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K

CURRENT REPORT


Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934


July 29, 2011
(Date of Report)
(Date of earliest event reported)

JOHN WILEY & SONS, INC.
(Exact name of registrant as specified in its charter)

New York
(State or jurisdiction of incorporation)

 
0-11507
13-5593032
 
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Commission File Number
IRS Employer Identification Number
 
111 River Street, Hoboken NJ
07030
 
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Address of principal executive offices
Zip Code
 
Registrant’s telephone number, including area code:
(201) 748-6000
   
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
  [ ] Written communications pursuant to Rule 425 under the Securities Act(17 CFR 230.425)
  [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act(17 CFR 240.14a-12)
  [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
       (17 CFR 240.14d-2(b))
  [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
      (17 CFR   240.13e-4(c))

This is the first page of a 3 page document.


 
 

 

Item 8.01 – Other Events

Mr. Ellis Cousens, Executive Vice President and Chief Financial and Chief Operations Officer of John Wiley & Sons, Inc. has adopted a stock trading plan in accordance  with Rule 10b-5-1 of the Securities Exchange Act of 1934, as amended.

Under Rule 10b-5-1, directors, officers and other employees who are not in possession of non-public information may adopt a pre-arranged plan or contract for the sale of Company securities under specified conditions and at specified times.  Under 10b5-1 plans, individuals can gradually diversify their investment portfolios, spread stock trades out over an extended period of time to reduce market impact and avoid concerns about transactions occurring at a time when they might possess material non-public information.

On July 21, 2011 Mr. Cousens adopted a 10b-5-1 Plan.  Transactions under the Plan will not commence before August 4, 2011.  The Plan provides for the exercise of 60,000 stock options and the sale of up to 47,250 shares acquired through the exercise of those stock options to cover the strike price and income taxes. The remaining 12,750 shares will be retained. The Plan will expire on February 10, 2012.  Shares will be sold on the open market at prevailing market prices and subject to minimum price thresholds specified in the Plan.

Transactions under the Plan will be disclosed publicly through Form 4 and Form 144 filings with the Securities and Exchange Commission.  John Wiley & Sons, Inc. does not undertake to report Rule 10b5-1 plans that may be adopted by an officers or directors in the future, or to report any modifications or termination of any publicly announced trading plan, except to the extent required by law.


 
 

 


SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized



 
JOHN WILEY & SONS, INC.
 
Registrant



 
By  
/s/ Stephen M. Smith
 
   
Stephen M. Smith
 
   
President and Chief Executive Officer
 




 
By  
/s/ Ellis E. Cousens
 
   
Ellis E. Cousens
 
   
Executive Vice President and
 
   
Chief Financial & Operations Officer
 
       


 
Dated: July 29, 2011