SEC Form 4 · accession 0001140361-15-016272
Wayfair Inc. · W
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael D Fleisher
Officer — Chief Financial Officer
Period of report
Apr 21, 2015
Accepted (ET)
Apr 23, 2015 · 5:20 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001616707
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1 | Apr 21, 2015 | C | 5,529 | — | A | 96,443 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock Units ("RSUs")F2,F3 | — | Apr 21, 2015 | M | 9,466 | D | — | Nov 12, 2020 | Class B Common Stock | 9,466 | 397,601 | D |
| Class B Common StockF1 | — | Apr 21, 2015 | M | 9,466 | A | — | — | Class A Common Stock | 9,466 | 9,466 | D |
| Class B Common StockF1 | — | Apr 21, 2015 | F | 3,937 | D | — | — | Class A Common Stock | 3,937 | 5,529 | D |
| Class B Common StockF1 | — | Apr 21, 2015 | C | 5,529 | D | — | — | Class A Common Stock | 5,529 | 0 | D |
Explanation of responses
- F1Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock and has no expiration date. In addition, each share of Class B Common Stock will automatically convert into one share of Class A Common Stock (a) upon transfer thereof, subject to certain exceptions, (b) upon the date on which the outstanding shares of Class B Common Stock represent less than 10% of the aggregate number of shares of the then outstanding Class A Common Stock and Class B Common Stock, or (c) in the event that holders of at least 662/3% of the then outstanding shares of Class B Common Stock elect to convert all shares of Class B Common Stock into shares of Class A Common Stock.
- F2Each RSU represents a contingent right to receive one share of Class B Common Stock when vested.
- F3These RSUs vest upon the satisfaction of a service condition and an event condition. The service condition is satisfied as to 1/5th of the shares on October 21, 2014 and as to an additional 1/60th of the shares for each month of continuous service thereafter. The event condition was satisfied on the closing of the issuer's initial public offering of Class A Common Stock.