SEC Form 4 · accession 0001140361-16-058351

Wayfair Inc. · W

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

Reporting owner

Edmond Macri

Officer — Chief Product · Other

Period of report

Mar 15, 2016

Accepted (ET)

Mar 17, 2016 · 8:09 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^F1	Mar 15, 2016	C	8,106	—	A	239,549	D
Class A Common Stock	Mar 15, 2016	S	500	$42.51	D	239,049	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	—	Mar 15, 2016	M	2,000	D	—	—	Class B Common Stock	2,000	48,001	D
Restricted Stock Units ("RSUs")^F3,F5	—	Mar 15, 2016	M	10,000	D	—	—	Class B Common Stock	10,000	40,000	D
Class B Common Stock^F1	—	Mar 15, 2016	M	12,000	A	—	—	Class A Common Stock	12,000	12,000	D
Class B Common Stock^F1	—	Mar 15, 2016	F	3,894	D	—	—	Class A Common Stock	3,894	8,106	D
Class B Common Stock^F1	—	Mar 15, 2016	C	8,106	D	—	—	Class A Common Stock	8,106	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 19, 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 have no expiration date. The service condition is satisfied as to 20% of the shares on March 15, 2016 and as to an additional 5% of the shares for each 3-month period of continuous service thereafter.