SEC Form 4 · accession 0001179110-15-003284

Wayfair Inc. · W

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

Reporting owner

Officer — Chief Operating Officer

Period of report

Feb 21, 2015

Accepted (ET)

Feb 24, 2015 · 4:32 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 Stock^F1	Feb 21, 2015	C	1,881	—	A	704,146	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units ("RSUs")^F2,F3	—	Feb 21, 2015	M	2,788	D	—	Aug 3, 2018	Class B Common Stock	2,788	44,610	D
Class B Common Stock^F1	—	Feb 21, 2015	M	2,788	A	—	—	Class A Common Stock	2,788	2,788	D
Class B Common Stock^F1	—	Feb 21, 2015	F	907	D	—	—	Class A Common Stock	907	1,881	D
Class B Common Stock^F1	—	Feb 21, 2015	C	1,881	D	—	—	Class A Common Stock	1,881	0	D

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 662/3% 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. The service condition is satisfied as to 1/5th of the shares on June 21, 2012 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.