SEC Form 4 · accession 0001179110-15-000246
Wayfair Inc. · W
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Neeraj Agrawal
Director · 10% Owner
Period of report
Dec 31, 2014
Accepted (ET)
Jan 5, 2015 · 5:10 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 StockF1,F2,F3 | Dec 31, 2014 | C | 3,799,673 | — | A | 3,799,673 | I | See footnote |
| Class A Common StockF1,F3,F4 | Dec 31, 2014 | C | 37,992 | — | A | 37,992 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF1,F2,F3 | — | Dec 31, 2014 | C | 3,799,673 | D | — | — | Class A Common Stock | 3,799,673 | 0 | I |
| Class B Common StockF1,F3,F4 | — | Dec 31, 2014 | C | 37,992 | D | — | — | Class A Common Stock | 37,992 | 0 | I |
Explanation of responses
- F1Each share of Class B Common Stock, which has no expiration date, is convertible at any time at the option of the holder into one share of Class A Common Stock. 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.
- F2These shares are held by Battery Ventures IX (AIV I), L.P. ("Battery Ventures IX (AIV) I").
- F3The sole general partner of Battery Ventures IX (AIV I)is Battery Partners IX (AIV I), LLC. The sole managing member of Battery Investment Partners IX, LLC ("BIP IX") is Battery Partners IX, LLC. Battery Partners IX (AIV I), LLC's and Battery Partners IX, LLC's investment advisor is Battery Management Corp. (together with Battery Partners IX (AIV I), LLC and Battery Partners IX, LLC, the "Battery Companies"). Neeraj Agrawal, Michael Brown, Thomas J. Crotty, Jesse Feldman, Richard D. Frisbie, Kenneth P. Lawler, Roger H. Lee, R. David Tabors and Scott R. Tobin are the managing members and officers of the Battery Companies and may be deemed to share voting and dispostive power over the shares held by Battery Ventures IX (AIV I) and BIP IX.
- F4These shares are held by BIP IX.