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Filing Details

Accession Number:: 0001950170-24-000008
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-04-03 20:03:28
Reporting Period:: 2024-04-01

Accepted Time:: 2024-04-03 20:03:28
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	2024-04-01	844	$0.00	72,171	No	4	M	Direct
Class A Common Stock	Acquisiton	2024-04-01	871	$0.00	73,042	No	4	M	Direct
Class A Common Stock	Acquisiton	2024-04-01	2,084	$0.00	75,126	No	4	M	Direct
Class A Common Stock	Acquisiton	2024-04-01	631	$0.00	75,757	No	4	M	Direct
Class A Common Stock	Acquisiton	2024-04-01	17,494	$0.00	93,251	No	4	M	Direct
Class A Common Stock	Disposition	2024-04-02	1,931	$62.82	91,320	No	4	S	Direct
Class A Common Stock	Disposition	2024-04-02	1,765	$63.38	89,555	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

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	2024-04-01	844	$0.00	844	$0.00
Class A Common Stock	Restricted Stock Unit ("RSU")	Disposition	2024-04-01	871	$0.00	871	$0.00
Class A Common Stock	Restricted Stock Units ("RSUs")	Disposition	2024-04-01	2,084	$0.00	2,084	$0.00
Class A Common Stock	Restricted Stock Unit ("RSU")	Disposition	2024-04-01	631	$0.00	631	$0.00
Class A Common Stock	Restricted Stock Unit ("RSU")	Disposition	2024-04-01	17,494	$0.00	17,494	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
3,978	No	4	M	Direct
4,089	No	4	M	Direct
9,604	No	4	M	Direct
1,261	No	4	M	Direct
0	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 $62.16 to $63.13, 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 $63.16 to $63.69 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, 844 shares will vest on each of July 1, 2024 and October 1, 2024, an aggregate of 723 shares will vest in substantially equal quarterly amounts commencing January 1, 2025, and an aggregate of 1,567 shares will vest in substantially equal quarterly amounts commencing on January 1, 2026.
These RSUs, which were granted 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, an aggregate of 2,346 shares will vest in substantially equal quarterly amounts commencing July 1, 2024, an aggregate of 868 shares will vest in equal quarterly amounts commencing July 1, 2025, and an aggregate of 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. With respect to the number of shares that have not vested, subject to continued service on each applicable vesting date, an aggregate of 5,556 shares will vest in equal quarterly amounts commencing July 1, 2024, an aggregate of 2,336 shares will vest in equal quarterly amounts commencing July 1, 2025, and an aggregate of 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, 630 shares will vest on July 1, 2024, and 631 shares will vest on October 1, 2024.
These RSUs, which were granted on March 21, 2024, vest upon the satisfaction of a service condition and have no expiration date. The service condition was fully satisfied on April 1, 2024.