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Filing Details

Accession Number:: 0001140361-16-070257
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2016-06-17 18:19:06
Reporting Period:: 2016-06-15

Filing Date:: 2016-06-17
Accepted Time:: 2016-06-17 18:19:06
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1616707	Wayfair Inc.	W	Retail-Catalog & Mail-Order Houses (5961)	364791999

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1620005	James Savarese	C/O Wayfair Inc., 4 Copley Place, 7Th Fl Boston MA 02116	Chief Operating Officer	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Class A Common Stock	Disposition	2016-06-15	500	$37.17	603,612	No	4	S	Direct
Class A Common Stock	Acquisiton	2016-06-15	1,323	$0.00	604,935	No	4	C	Direct
Class A Common Stock	Acquisiton	2016-06-15	1,500	$0.00	606,435	No	4	M	Direct
Class A Common Stock	Disposition	2016-06-15	706	$37.09	605,729	No	4	F	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	S	Direct
No	4	C	Direct
No	4	M	Direct
No	4	F	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class B Common Stock	Restricted Stock Units ("RSUs")	Disposition	2016-06-15	2,500	$0.00	2,500	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2016-06-15	2,500	$0.00	2,500	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2016-06-15	1,177	$37.09	1,177	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2016-06-15	1,323	$0.00	1,323	$0.00
Class A Common Stock	Restricted Stock Units ("RSUs")	Disposition	2016-06-15	1,500	$0.00	1,500	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
52,501	No	4	M	Direct
2,500	No	4	M	Direct
1,323	No	4	F	Direct
0	No	4	C	Direct
22,500	No	4	M	Direct

Footnotes

The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 20, 2014.
Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock and has no expiration date. In addition, each share of Class B Common Stock will automatically convert into one share of Class A Common Stock (a) upon transfer thereof, subject to certain exceptions, (b) upon the date on which the outstanding shares of Class B Common Stock represent less than 10% of the aggregate number of shares of the then outstanding Class A Common Stock and Class B Common Stock, or (c) in the event that holders of at least 66 2/3% of the then outstanding shares of Class B Common Stock elect to convert all shares of Class B Common Stock into shares of Class A Common Stock.
Each RSU represents a contingent right to receive one share of Class B Common Stock when vested.
These RSUs vest upon the satisfaction of a service condition and an event condition and have no expiration date. The service condition is satisfied as to 1/5th of the shares on March 15, 2014 and as to an additional 1/60th of the shares for each month of continuous service thereafter. The event condition was satisfied on the closing of the issuer's initial public offering of Class A Common Stock.
Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.
These RSUs vest upon the satisfaction of a service condition. The service condition is satisfied as to 20% of the shares on March 15, 2016 and as to an additional 5% of the shares for each 3-month period of continuous service thereafter.