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Filing Details

Accession Number:: 0001616707-22-000014
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-02-02 20:09:53
Reporting Period:: 2022-02-01

Accepted Time:: 2022-02-02 20:09:53
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1616707	Wayfair Inc.	W	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1431244	R. James Miller	C/O Wayfair Inc., 4 Copley Place 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	Acquisiton	2022-02-01	8,125	$0.00	36,313	No	4	M	Direct
Class A Common Stock	Disposition	2022-02-02	2,002	$155.49	34,311	No	4	S	Direct
Class A Common Stock	Disposition	2022-02-02	797	$156.54	33,514	No	4	S	Direct
Class A Common Stock	Disposition	2022-02-02	861	$157.53	32,653	No	4	S	Direct
Class A Common Stock	Disposition	2022-02-02	301	$158.95	32,352	No	4	S	Direct
Class A Common Stock	Disposition	2022-02-02	270	$160.92	32,082	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	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 A Common Stock	Restricted Stock Unit ("RSU")	Disposition	2022-02-01	8,125	$0.00	8,125	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
8,125			No	4	M	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	13,617	Indirect	By Revocable Trust

Footnotes

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 $155.01 to $155.86, 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.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $156.22 to $156.88, 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.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $156.89 to $157.88, 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.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $158.86 to $159.12, 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.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $160.63 to $161.28, 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.
The reporting person is the trustee of the revocable trust. This holding was inadvertently omitted from the reporting person's Form 4 filed on November 3, 2021.
Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.
These shares of Class A Common Stock are issuable upon vesting of a RSU. The RSU vests upon the satisfaction of a service condition and have no expiration date. The service condition is satisfied as to 1/8th of the shares on August 1, 2020 and as to an additional 1/8th of the shares for each 3-month period of continuous service thereafter.