SEC Form 4 · accession 0001140361-15-028323

Wayfair Inc. · W

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — Chief Financial Officer

Period of report

Jul 20, 2015

Accepted (ET)

Jul 22, 2015 · 8:07 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 Stock	Jul 20, 2015	S	5,000	$40.00	D	86,165	D
Class A Common Stock^F2	Jul 21, 2015	C	4,860	—	A	91,025	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units ("RSUs")^F3,F4	—	Jul 21, 2015	M	9,466	D	—	—	Class B Common Stock	9,466	369,201	D
Class B Common Stock^F2	—	Jul 21, 2015	M	9,466	A	—	—	Class A Common Stock	9,466	9,466	D
Class B Common Stock^F2	—	Jul 21, 2015	F	4,606	D	—	—	Class A Common Stock	4,606	4,860	D
Class B Common Stock^F2	—	Jul 21, 2015	C	4,860	D	—	—	Class A Common Stock	4,860	0	D

F1The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 26, 2014.
F2Each 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 66 2/3% 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.
F3Each RSU represents a contingent right to receive one share of Class B Common Stock when vested.
F4These RSUs vest upon the satisfaction of a service condition and an event condition and have no expiration date. 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.