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Filing Details

Accession Number:: 0001628280-23-033762
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-10-03 21:41:17
Reporting Period:: 2023-10-01

Accepted Time:: 2023-10-03 21:41:17
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
1994593	Jon Blotner	C/O Wayfair Inc., 4 Copley Place Boston MA 02116	Chief Commercial 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	375	$0.00	22,747	No	4	M	Direct
Class A Common Stock	Acquisiton	2023-10-01	320	$0.00	23,067	No	4	M	Direct
Class A Common Stock	Acquisiton	2023-10-01	966	$0.00	24,033	No	4	M	Direct
Class A Common Stock	Acquisiton	2023-10-01	735	$0.00	24,768	No	4	M	Direct
Class A Common Stock	Acquisiton	2023-10-01	7,532	$0.00	32,300	No	4	M	Direct
Class A Common Stock	Disposition	2023-10-03	1,203	$55.96	31,097	No	4	S	Direct
Class A Common Stock	Disposition	2023-10-03	1,548	$56.96	29,549	No	4	S	Direct
Class A Common Stock	Disposition	2023-10-03	700	$57.61	28,849	No	4	S	Direct
Class A Common Stock	Disposition	2023-10-03	200	$59.13	28,649	No	4	S	Direct
Class A Common Stock	Disposition	2023-10-03	229	$59.87	28,420	No	4	S	Direct
Class A Common Stock	Disposition	2023-10-03	375	$61.70	28,045	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
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	375	$0.00	375	$0.00
Class A Common Stock	Restricted Stock Units ("RSUs")	Disposition	2023-10-01	320	$0.00	320	$0.00
Class A Common Stock	Restricted Stock Units ("RSUs")	Disposition	2023-10-01	966	$0.00	966	$0.00
Class A Common Stock	Restricted Stock Units ("RSUs")	Disposition	2023-10-01	735	$0.00	735	$0.00
Class A Common Stock	Restricted Stock Units ("RSUs")	Disposition	2023-10-01	7,532	$0.00	7,532	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
1,261	No	4	M	Direct
670	No	4	M	Direct
6,085	No	4	M	Direct
4,896	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 Restricted Stock Units 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 $55.41 to $56.37, 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 $56.42 to $57.41, 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.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.46 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 $59.03 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 $59.72 to $60.03, 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 in multiple awards 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, 1,261 shares will vest in substantially equal quarterly amounts commencing January 1, 2024.
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, 670 shares will vest in substantially equal quarterly amounts commencing January 1, 2025.
These RSUs, which were granted in multiple awards 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, 3,730 shares will vest in substantially equal quarterly amounts commencing January 1, 2024, 1,049 shares will vest in substantially equal quarterly amounts commencing January 1, 2025, and 1,306 shares will vest in substantially equal quarterly amounts commencing on January 1, 2026.
These RSUs, which were granted in multiple awards on April 18, 2022, 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, 735 shares will vest on January 1, 2024, 736 shares will vest on April 1, 2024, 1,973 shares will vest in substantially equal quarterly amounts commencing July 1, 2024, 723 shares will vest in substantially equal quarterly amounts commencing July 1, 2025, and 729 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.