SEC Form 4 · accession 0001140361-16-070246

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

Jun 15, 2016

Accepted (ET)

Jun 17, 2016 · 6:12 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
Class A Common Stock^F1	Jun 15, 2016	C	1,059	—	A	237,629	D
Class A Common Stock	Jun 15, 2016	M	2,500	$0.00	A	240,129	D
Class A Common Stock	Jun 15, 2016	F	1,177	$37.09	D	238,952	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")^F2,F3	—	Jun 15, 2016	M	2,000	D	—	—	Class B Common Stock	2,000	42,001	D
Class B Common Stock^F1	—	Jun 15, 2016	M	2,000	A	—	—	Class A Common Stock	2,000	2,000	D
Class B Common Stock^F1	—	Jun 15, 2016	F	941	D	—	—	Class A Common Stock	941	1,059	D
Class B Common Stock^F1	—	Jun 15, 2016	C	1,059	D	—	—	Class A Common Stock	1,059	0	D
Restricted Stock Units ("RSUs")^F4,F5	—	Jun 15, 2016	M	2,500	D	—	—	Class A Common Stock	2,500	37,500	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.
F2Each RSU represents a contingent right to receive one share of Class B Common Stock when vested.
F3These 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.
F4Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.
F5These RSUs vest upon the satisfaction of a service condition. 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.