SEC Form 4 · accession 0001140361-16-053810
Wayfair Inc. · W
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Niraj Shah
Officer — Chief Executive Officer · Director · 10% Owner
Period of report
Feb 15, 2016
Accepted (ET)
Feb 17, 2016 · 8:06 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001616707
Table I — non-derivative securities
No Table I lines on this filing.
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")F1,F2 | — | Feb 15, 2016 | M | 2,500 | D | — | — | Class B Common Stock | 2,500 | 80,001 | D |
| Class B Common StockF3 | — | Feb 15, 2016 | M | 2,500 | A | — | — | Class A Common Stock | 2,500 | 15,021,897 | D |
| Class B Common StockF3 | — | Feb 15, 2016 | F | 805 | D | — | — | Class A Common Stock | 805 | 15,021,092 | D |
Explanation of responses
- F1Each RSU represents a contingent right to receive one share of Class B Common Stock when vested.
- F2These 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.
- F3Each 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.