SEC Form 4 · accession 0001179110-15-000322
Wayfair Inc. · W
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Alex Finkelstein
Director · 10% Owner
Period of report
Dec 31, 2014
Accepted (ET)
Jan 5, 2015 · 5:39 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 | Dec 31, 2014 | C | 3,104,911 | — | A | 3,104,911 | I | See footnote |
| Class A Common StockF1,F3 | Dec 31, 2014 | C | 30,730 | — | A | 30,730 | 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 | — | Dec 31, 2014 | C | 3,104,911 | A | — | — | Class A Common Stock | 3,104,911 | 0 | I |
| Class B Common StockF1,F3 | — | Dec 31, 2014 | C | 30,730 | A | — | — | Class A Common Stock | 30,730 | 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.
- F2The reported securities are owned directly by Spark Capital III (AIV I), L.P. ("SCIII (AIV I)"). Spark Management Partners III (AIV I), LLC ("SMPIII (AIV I)") is the general partner of SCIII (AIV I). Alex Finkelstein ("Finkelstein") is a managing member of SMPIII (AIV I). Finkelstein may be deemed to beneficially own these shares, but disclaims beneficial ownership of these securities and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.
- F3The reported securities are owned directly by Spark Capital Founders' Fund III, L.P. ("SCFFIII") Spark Management Partners III, LLC ("SMPIII") is the general partner of SCFFIII. Finkelstein is a managing member of SMPIII. Finkelstein may be deemed to beneficially own these shares, but disclaims beneficial ownership of these securities and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.