SEC Form 4 · accession 0001140361-15-042098

Wayfair Inc. · W

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

Reporting owner

Nicholas Malone

Officer — Chief Administrative Officer

Period of report

Nov 15, 2015

Accepted (ET)

Nov 17, 2015 · 8:27 pm EST

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^F1	Nov 15, 2015	C	1,322	—	A	146,573	D
Class A Common Stock	Nov 16, 2015	S	5,250	$36.11	D	141,323	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")^F3,F4	—	Nov 15, 2015	M	1,250	D	—	—	Class B Common Stock	1,250	35,001	D
Restricted Stock Units ("RSUs")^F3,F5	—	Nov 15, 2015	M	1,250	D	—	—	Class B Common Stock	1,250	43,751	D
Class B Common Stock^F1	—	Nov 15, 2015	M	2,500	A	—	—	Class A Common Stock	2,500	2,500	D
Class B Common Stock^F1	—	Nov 15, 2015	F	1,178	D	—	—	Class A Common Stock	1,178	1,322	D
Class B Common Stock^F1	—	Nov 15, 2015	C	1,322	D	—	—	Class A Common Stock	1,322	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 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.
F2The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 20, 2014.
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 March 15, 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.
F5These 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 15, 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.