SEC Form 4 · accession 0001140361-16-058353

Wayfair Inc. · W

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

Reporting owner

James Savarese

Officer — Chief Operating Officer

Period of report

Mar 15, 2016

Accepted (ET)

Mar 17, 2016 · 8:10 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	5,741	—	A	603,014	D
Class A Common Stock	Mar 16, 2016	S	500	$42.17	D	602,514	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	2,500	D	—	—	Class B Common Stock	2,500	60,001	D
Restricted Stock Units ("RSUs")^F3,F5	—	Mar 15, 2016	M	6,000	D	—	—	Class B Common Stock	6,000	24,000	D
Class B Common Stock^F1	—	Mar 15, 2016	M	8,500	A	—	—	Class A Common Stock	8,500	8,500	D
Class B Common Stock^F1	—	Mar 15, 2016	F	2,759	D	—	—	Class A Common Stock	2,759	5,741	D
Class B Common Stock^F1	—	Mar 15, 2016	C	5,741	D	—	—	Class A Common Stock	5,741	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 24, 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.