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Filing Details

Accession Number:: 0001628280-23-033754
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-10-03 21:19:29
Reporting Period:: 2023-10-01

Accepted Time:: 2023-10-03 21:19:29
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	2023-10-01	711	$0.00	48,497	No	4	M	Direct
Class A Common Stock	Acquisiton	2023-10-01	870	$0.00	49,367	No	4	M	Direct
Class A Common Stock	Acquisiton	2023-10-01	2,084	$0.00	51,451	No	4	M	Direct
Class A Common Stock	Acquisiton	2023-10-01	503	$0.00	51,954	No	4	M	Direct
Class A Common Stock	Acquisiton	2023-10-01	750	$0.00	52,704	No	4	M	Direct
Class A Common Stock	Acquisiton	2023-10-01	14,071	$0.00	66,775	No	4	M	Direct
Class A Common Stock	Disposition	2023-10-03	2,156	$55.89	64,619	No	4	S	Direct
Class A Common Stock	Disposition	2023-10-03	2,993	$56.91	61,626	No	4	S	Direct
Class A Common Stock	Disposition	2023-10-03	1,800	$57.54	59,826	No	4	S	Direct
Class A Common Stock	Disposition	2023-10-03	300	$58.89	59,526	No	4	S	Direct
Class A Common Stock	Disposition	2023-10-03	460	$59.81	59,066	No	4	S	Direct
Class A Common Stock	Disposition	2023-10-03	452	$61.62	58,614	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	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 Unit ("RSU")	Disposition	2023-10-01	711	$0.00	711	$0.00
Class A Common Stock	Restricted Stock Unit ("RSU")	Disposition	2023-10-01	503	$0.00	503	$0.00
Class A Common Stock	Restricted Stock Unit ("RSU")	Disposition	2023-10-01	870	$0.00	870	$0.00
Class A Common Stock	Restricted Stock Units ("RSUs")	Disposition	2023-10-01	2,084	$0.00	2,084	$0.00
Class A Common Stock	Restricted Stock Unit ("RSU")	Disposition	2023-10-01	750	$0.00	750	$0.00
Class A Common Stock	Restricted Stock Unit ("RSU")	Disposition	2023-10-01	14,071	$0.00	14,071	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
5,666	No	4	M	Direct
1,340	No	4	M	Direct
5,830	No	4	M	Direct
13,771	No	4	M	Direct
2,522	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 $55.37 to $56.33, 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 $56.35 to $57.33, 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 $57.34 to $57.98, 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.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.39 to $59.23, 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 $59.49 to $59.92, 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 $61.87, 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 November 11, 2021, vest upon the satisfaction of a service condition and have no expiration date. With respect to the number of shares that have not vested, subject to continued service on each applicable vesting date, 3,376 shares will vest in substantially equal quarterly amounts commencing January 1, 2024, 723 shares will vest in substantially equal quarterly amounts commencing January 1, 2025, and 1,567 shares will vest in substantially equal quarterly amounts commencing on January 1, 2026.
These RSUs, which were granted on November 12, 2020, vest upon the satisfaction of a service condition and have no expiration date. With respect to the number of shares that have not vested, subject to continued service on each applicable vesting date, 1,340 shares will vest in equal quarterly amounts commencing January 1, 2025.
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 1,811 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, 870 shares will vest on January 1, 2024, 871 shares will vest on April 1, 2024, 2,346 shares will vest in substantially equal quarterly amounts commencing July 1, 2024, 868 shares will vest in equal quarterly amounts commencing July 1, 2025, and 875 shares will vest in substantially equal quarterly amounts commencing July 1, 2026.
These RSUs, which were granted on February 1, 2023, vest upon the satisfaction of a service condition and have no expiration date. The service condition was initially partially satisfied on April 1, 2023 as to 6,731 shares and vest as to varying amounts thereafter for every subsequent three months of continuous service over a period of four years. With respect to the number of shares that have not vested, subject to continued service on each applicable vesting date, 2,083 shares will vest on January 1, 2024, 2,084 shares will vest on April 1, 2024, 5,556 shares will vest in equal quarterly amounts commencing July 1, 2024, 2,336 shares will vest in equal quarterly amounts commencing July 1, 2025, and 1,712 shares will vest in equal quarterly amounts commencing July 1, 2026.
These RSUs, which were granted on November 5, 2019, vest upon the satisfaction of a service condition and have no expiration date. With respect to the number of shares that have not vested, subject to continued service on each applicable vesting date, 2,522 shares will vest in substantially equal quarterly amounts commencing January 1, 2024.
These RSUs vest upon the satisfaction of a service condition and have no expiration date. The service condition was fully satisfied on October 1, 2023.