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Filing Details

Accession Number:: 0001616707-22-000053
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-04-19 20:52:33
Reporting Period:: 2022-04-15

Accepted Time:: 2022-04-19 20:52:33
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
1187596	D Michael Fleisher	C/O Wayfair Inc., 4 Copley Place Boston MA 02116	Chief Financial 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	2022-04-15	13,750	$0.00	64,889	No	4	M	Direct
Class A Common Stock	Disposition	2022-04-19	390	$101.02	64,499	No	4	S	Direct
Class A Common Stock	Disposition	2022-04-19	4,756	$101.86	59,743	No	4	S	Direct
Class A Common Stock	Disposition	2022-04-19	955	$102.90	58,788	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

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 Units ("RSUs")	Disposition	2022-04-15	13,750	$0.00	13,750	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
41,250			No	4	M	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	20,000	Indirect	By Grantor Retained Annuity Trust
Class A Common Stock	25,200	Indirect	By Grantor Retained Annuity Trust
Class A Common Stock	20,000	Indirect	By Grantor Retained Annuity Trust

Footnotes

Excludes 65,200 shares previously owned directly by the reporting person that were contributed to grantor retained annuity trusts for the benefit of the reporting person's children.
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 $100.95 to $101.16, 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 $101.20 to $102.16, 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 $102.49 to $103.41, 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.
On March 3, 2022, 20,000 shares were contributed to one of three grantor retained annuity trusts for the benefit of the reporting person's children, of which the reporting person is trustee and sole annuitant. These shares were previously reported as directly beneficially owned by the reporting person.
On March 3, 2022, 25,200 shares were contributed to one of three grantor retained annuity trusts for the benefit of the reporting person's children, of which the reporting person is trustee and sole annuitant. These shares were previously reported as directly beneficially owned by the reporting person.
On March 3, 2022, 20,000 shares were contributed to one of three grantor retained annuity trusts for the benefit of the reporting person's children, of which the reporting person is trustee and sole annuitant. These shares were previously reported as directly beneficially owned by the reporting person.
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 and have no expiration date. The service condition is satisfied as to 1/20th of the shares on April 15, 2018 and as to an additional 1/20th of the shares for every three months of continuous service thereafter.