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Filing Details

Accession Number:: 0001628280-23-033753
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-10-03 20:58:42
Reporting Period:: 2023-10-01

Accepted Time:: 2023-10-03 20:58:42
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
1783251	Thomas Netzer	4 Copley Place Boston MA 02116	Chief Operating 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	2023-10-01	4,410	$0.00	109,878	No	4	M	Direct
Class A Common Stock	Acquisiton	2023-10-01	19,869	$0.00	129,747	No	4	M	Direct
Class A Common Stock	Disposition	2023-10-03	3,197	$55.95	126,550	No	4	S	Direct
Class A Common Stock	Disposition	2023-10-03	3,531	$56.87	123,019	No	4	S	Direct
Class A Common Stock	Disposition	2023-10-03	3,625	$57.54	119,394	No	4	S	Direct
Class A Common Stock	Disposition	2023-10-03	400	$59.16	118,994	No	4	S	Direct
Class A Common Stock	Disposition	2023-10-03	745	$59.96	118,249	No	4	S	Direct
Class A Common Stock	Disposition	2023-10-03	626	$61.65	117,623	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	M	Direct
No	4	S	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 Units ("RSUs")	Disposition	2023-10-01	4,410	$0.00	4,410	$0.00
Class A Common Stock	Restricted Stock Unit ("RSUs")	Disposition	2023-10-01	19,869	$0.00	19,869	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
28,491			No	4	M	Direct
0			No	4	M	Direct

Footnotes

Represents the number of shares sold by Wayfair Inc. on behalf of the reporting person, which sale is mandatory pursuant to Wayfair Inc.'s policies to cover necessary tax withholding obligations in connection with the vesting of the RSUs listed in Table II. Such sales do 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 $55.30 to $56.28, 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $56.30 to $57.29, 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 $57.32 to $57.99, 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 $58.53 to $59.49, 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 $59.56 to $60.35, 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 $61.23 to $61.98, 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, which were granted on April 18, 2022, vest upon the satisfaction of a service condition and have no expiration date. The service condition was initially partially satisfied on July 1, 2022 as to 5,051 shares and vest as to varying amounts thereafter for every subsequent three months of continuous service over a period of five years. With respect to the number of shares that have not vested, subject to continued service on each applicable vesting date, 4,410 shares will vest on each of January 1, 2024 and April 1, 2024, 11,555 shares will vest in substantially equal quarterly amounts commencing July 1, 2024, 3,321 shares will vest in substantially equal quarterly amounts commencing July 1, 2025, and 4,795 shares will vest in substantially equal quarterly amounts commencing July 1, 2026.
These RSUs, which were granted on September 20, 2023, vest upon the satisfaction of a service condition and have no expiration date. The service condition was fully satisfied on October 1, 2023.