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Filing Details

Accession Number:: 0001616707-23-000007
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-01-04 19:45:31
Reporting Period:: 2023-01-01

Accepted Time:: 2023-01-04 19:45:31
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
1950170	Kate Gulliver	C/O Wayfair Inc., 4 Copley Place Boston MA 02116	Cfo And Chief Admin 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	2023-01-01	749	$0.00	18,334	No	4	M	Direct
Class A Common Stock	Acquisiton	2023-01-01	502	$0.00	18,836	No	4	M	Direct
Class A Common Stock	Acquisiton	2023-01-01	710	$0.00	19,546	No	4	M	Direct
Class A Common Stock	Acquisiton	2023-01-01	1,811	$0.00	21,357	No	4	M	Direct
Class A Common Stock	Acquisiton	2023-01-01	2,925	$0.00	24,282	No	4	M	Direct
Class A Common Stock	Disposition	2023-01-04	3,175	$33.25	21,107	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	M	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 A Common Stock	Restricted Stock Unit ("RSU")	Disposition	2023-01-01	749	$0.00	749	$0.00
Class A Common Stock	Restricted Stock Unit ("RSU")	Disposition	2023-01-01	502	$0.00	502	$0.00
Class A Common Stock	Restricted Stock Unit ("RSU")	Disposition	2023-01-01	710	$0.00	710	$0.00
Class A Common Stock	Restricted Stock Unit ("RSU")	Disposition	2023-01-01	1,811	$0.00	1,811	$0.00
Class A Common Stock	Restricted Stock Unit ("RSU")	Disposition	2023-01-01	2,925	$0.00	2,925	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
4,771	No	4	M	Direct
2,848	No	4	M	Direct
7,798	No	4	M	Direct
9,381	No	4	M	Direct
8,773	No	4	M	Direct

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 $33.00 to $33.51, 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 A Common Stock when vested.
These RSUs were granted in multiple awards on November 5, 2019, which vest upon the satisfaction of a service condition and have no expiration date. The service condition is partially satisfied with respect to an aggregate of 2,998 shares that vest in four substantially equal amounts commencing on January 1, 2023 and for every three months of continuous service thereafter, and as to an aggregate of 2,522 that vest in four substantially equal amounts commencing on January 1, 2024 and for every three months of continuous service thereafter.
These RSUs were granted in multiple awards on November 12, 2020, which vest upon the satisfaction of a service condition and have no expiration date. The service condition is partially satisfied with respect to an aggregate of 2,010 shares that vest in four substantially equal amounts commencing on January 1, 2023 and for every three months of continuous service thereafter, and as to an aggregate of 1,340 shares that vest in four substantially equal amounts commencing on January 1, 2025 and for every three months of continuous service thereafter.
These RSUs were granted in multiple awards on November 11, 2021, which vest upon the satisfaction of a service condition and have no expiration date. The service condition is partially satisfied with respect to (i) an aggregate of 2,842 shares that vest in four substantially equal amounts commencing on January 1, 2023 and for every three months of continuous service thereafter, (ii) an aggregate of 3,376 shares that vest in four substantially equal amounts commencing on January 1, 2024 and for every three months of continuous service thereafter, (iii) an aggregate of 723 shares that vest in four substantially equal amounts commencing on January 1, 2025 and for every three months of continuous service thereafter, and (iv) an aggregate of 1,567 shares that vest in four substantially equal amounts commencing on January 1, 2026 and for every three months of continuous service thereafter.
These RSUs were granted in multiple awards on April 18, 2022, which vest upon the satisfaction of a service condition and have no expiration date. The service condition is partially satisfied on January 1, 2023 with respect to 1,811 shares and as to varying amounts of additional shares for every three months of continuous service thereafter over a period of five years.
These RSUs vest upon the satisfaction of a service condition and have no expiration date. The service condition is satisfied as to 1/6th of the shares on November 1, 2022 and as to an additional 1/6th of the shares for every one month of continuous service thereafter.