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Filing Details

Accession Number:: 0001616707-17-000704
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2017-12-18 17:34:59
Reporting Period:: 2017-12-14

Accepted Time:: 2017-12-18 17:34:59
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
1620147	Champlin John Mulliken	C/O Wayfair Inc., 4 Copley Place, 7Th Fl Boston MA 02116	Chief Technology 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	2017-12-14	700	$75.77	51,384	No	4	S	Direct
Class A Common Stock	Acquisiton	2017-12-15	2,000	$0.00	53,384	No	4	C	Direct
Class A Common Stock	Acquisiton	2017-12-15	2,500	$0.00	55,884	No	4	M	Direct
Class A Common Stock	Acquisiton	2017-12-15	451	$0.00	56,335	No	4	M	Direct
Class A Common Stock	Acquisiton	2017-12-15	5,000	$0.00	61,335	No	4	M	Direct
Class A Common Stock	Disposition	2017-12-15	4,809	$76.40	56,526	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	S	Direct
No	4	C	Direct
No	4	M	Direct
No	4	M	Direct
No	4	M	Direct
No	4	S	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	2017-12-15	2,000	$0.00	2,000	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2017-12-15	2,000	$0.00	2,000	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2017-12-15	2,000	$0.00	2,000	$0.00
Class A Common Stock	Restricted Stock Units ("RSUs")	Disposition	2017-12-15	2,500	$0.00	2,500	$0.00
Class A Common Stock	Restricted Stock Units ("RSUs")	Disposition	2017-12-15	451	$0.00	451	$0.00
Class A Common Stock	Restricted Stock Units ("RSUs")	Disposition	2017-12-15	5,000	$0.00	5,000	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
6,001	No	4	M	Direct
2,000	No	4	M	Direct
0	No	4	C	Direct
22,500	No	4	M	Direct
4,967	No	4	M	Direct
65,000	No	4	M	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	131,365	Indirect	By Revocable Trust

Footnotes

Represents sales effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.77 to $75.80, inclusive. The reporting person undertakes to provide to Wayfair Inc., any security holder of Wayfair Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
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.
Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the RSUs listed in Table II and does not represent a discretionary trade by the reporting person.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.39 to $76.43, inclusive. The reporting person undertakes to provide to Wayfair Inc., any security holder of Wayfair Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
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.
These RSUs vest upon the satisfaction of a service condition and have no expiration date. The service condition is satisfied as to 1/5th of the shares on September 15, 2016 and as to an additional 1/20th of the shares for every three months of continuous service thereafter.
These RSUs vest upon the satisfaction of a service condition and have no expiration date. The service condition is satisfied as to 1/5th of the shares on March 15, 2017 and as to an additional 1/20th of the shares for every three months of continuous service thereafter.