Filing Details
- Accession Number:
- 0001628280-23-033763
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2023-10-03 21:52:04
- Reporting Period:
- 2023-10-01
- Accepted Time:
- 2023-10-03 21:52:04
- 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 |
|---|---|---|---|---|---|---|---|
| 1867558 | Fiona Tan | C/O Wayfair Inc., 4 Copley Place Boston MA 02116 | Chief Technology Officer | No | Yes | 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 | 2023-10-01 | 1,791 | $0.00 | 79,029 | No | 4 | M | Direct | |
| Class A Common Stock | Acquisiton | 2023-10-01 | 4,500 | $0.00 | 83,529 | No | 4 | M | Direct | |
| Class A Common Stock | Acquisiton | 2023-10-01 | 19,856 | $0.00 | 103,385 | No | 4 | M | Direct | |
| Class A Common Stock | Disposition | 2023-10-03 | 3,985 | $56.00 | 99,400 | No | 4 | S | Direct | |
| Class A Common Stock | Disposition | 2023-10-03 | 3,808 | $56.91 | 95,592 | No | 4 | S | Direct | |
| Class A Common Stock | Disposition | 2023-10-03 | 4,464 | $57.52 | 91,128 | No | 4 | S | Direct | |
| Class A Common Stock | Disposition | 2023-10-03 | 500 | $59.21 | 90,628 | No | 4 | S | Direct | |
| Class A Common Stock | Disposition | 2023-10-03 | 772 | $59.96 | 89,856 | No | 4 | S | Direct | |
| Class A Common Stock | Disposition | 2023-10-03 | 464 | $61.63 | 89,392 | No | 4 | S | Direct | |
| Class A Common Stock | Disposition | 2023-10-03 | 150 | $62.20 | 89,242 | No | 4 | S | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| 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 | |
| No | 4 | S | Direct |
Reported Derivative Transactions
| 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 | 1,791 | $0.00 | 1,791 | $0.00 |
| Class A Common Stock | Restricted Stock Unit ("RSU") | Disposition | 2023-10-01 | 4,500 | $0.00 | 4,500 | $0.00 |
| Class A Common Stock | Restricted Stock Unit ("RSU") | Disposition | 2023-10-01 | 19,856 | $0.00 | 19,856 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 20,522 | No | 4 | M | Direct | ||
| 14,000 | 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 $55.29 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 $56.29 to $57.27, 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 $57.28 to $58.00, 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 $58.77 to $59.56, 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 $59.85 to $60.36, 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.
- The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.98 to $62.31, 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 3,822 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, 1,791 shares will vest on April 1, 2024, 5,602 shares will vest in substantially equal quarterly amounts commencing July 1, 2024, 6,542 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 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, 14,000 shares will vest in equal quarterly amounts commencing January 1, 2024.
- 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.
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