Filing Details
- Accession Number:
- 0000904454-22-000333
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2022-05-19 20:31:28
- Reporting Period:
- 2022-05-17
- Accepted Time:
- 2022-05-19 20:31:28
- 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 |
|---|---|---|---|---|---|---|---|
| 1622174 | W. Michael Choe | C/O Charlesbank Capital Partners, Llc 200 Clarendon Street, 54Th Floor Boston MA 02116 | Yes | No | No | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Acquisiton | 2022-05-19 | 35,000 | $49.86 | 150,160 | No | 4 | P | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | P | Direct |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Class A Common Stock | 0.625% Convertible Senior Notes due 2025 | Acquisiton | 2022-05-17 | 0 | $3,181,873.50 | 10,787 | $0.00 |
| Class A Common Stock | 0.625% Convertible Senior Notes due 2025 | Acquisiton | 2022-05-17 | 0 | $1,068,750.00 | 3,596 | $0.00 |
| Class A Common Stock | 1.00% Convertible Senior Notes due 2026 | Acquisiton | 2022-05-17 | 0 | $2,163,750.00 | 20,205 | $0.00 |
| Class A Common Stock | 1.00% Convertible Senior Notes due 2026 | Acquisiton | 2022-05-17 | 0 | $1,796,875.00 | 16,837 | $0.00 |
| Class A Common Stock | 1.00% Convertible Senior Notes due 2026 | Acquisiton | 2022-05-18 | 0 | $2,126,250.00 | 20,205 | $0.00 |
| Class A Common Stock | 1.00% Convertible Senior Notes due 2026 | Acquisiton | 2022-05-18 | 0 | $2,115,000.00 | 20,205 | $0.00 |
| Class A Common Stock | 1.00% Convertible Senior Notes due 2026 | Acquisiton | 2022-05-18 | 0 | $1,385,000.00 | 13,470 | $0.00 |
| Class A Common Stock | 0.625% Convertible Senior Notes due 2025 | Acquisiton | 2022-05-18 | 0 | $2,107,500.00 | 7,192 | $0.00 |
| Class A Common Stock | 0.625% Convertible Senior Notes due 2025 | Acquisiton | 2022-05-18 | 0 | $698,750.00 | 2,397 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 0 | No | 4 | P | Indirect | ||
| 0 | No | 4 | P | Indirect | ||
| 0 | No | 4 | P | Indirect | ||
| 0 | No | 4 | P | Indirect | ||
| 0 | No | 4 | P | Indirect | ||
| 0 | No | 4 | P | Indirect | ||
| 0 | No | 4 | P | Indirect | ||
| 0 | No | 4 | P | Indirect | ||
| 0 | No | 4 | P | Indirect |
Reported Non-Derivative Holdings
| Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
|---|---|---|---|
| Class A Common Stock | 8,887 | Indirect | By trust |
Footnotes
- The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $49.795 to $49.88, 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 purchased at each separate price within the ranges set forth in this footnote.
- Shares held by the Choe Family 2014 Irrevocable Gifting Trust. The Reporting Person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest, if any, therein.
- The 0.625% Convertible Senior Notes due 2025 (the "2025 Notes") are convertible on and after July 1, 2025. Prior to July 1, 2025, the 2025 Notes are only convertible upon the occurrence of certain specified events. The current conversion rate is 2.3972 shares of the Issuer's Class A common stock per $1,000 principal amount of 2025 Notes (equivalent to a conversion price of approximately $417.15 per share of the Issuer's Class A common stock). The conversion rate is subject to adjustment upon the occurrence of certain specified events. The 2025 Notes mature on October 1, 2025.
- The Reporting Person is a Managing Director, Chief Executive Officer and member of the investment committee of Charlesbank Capital Partners, LLC, which is ultimate general partner or managing member of the investment vehicles that directly hold the securities reported herein. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein.
- The 1.00% Convertible Senior Notes due 2026 (the "2026 Notes") are convertible on and after May 15, 2026. Prior to May 15, 2026, the 2026 Notes are only convertible upon the occurrence of certain specified events. The current conversion rate is 6.7349 shares of the Company's Class A common stock per $1,000 principal amount of Notes (equivalent to a conversion price of approximately $148.48 per share of the Company's Class A common stock). The conversion rate is subject to adjustment upon the occurrence of certain specified events. The 2026 Notes mature on August 15, 2026.
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