SEC Form 4 · accession 0001616707-16-000201

Wayfair Inc. · W

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

Reporting owner

Edmond Macri

Officer — Chief Product/Marketing

Period of report

Sep 15, 2016

Accepted (ET)

Sep 19, 2016 · 5:14 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	Sep 15, 2016	C	2,000	—	A	236,440	D
Class A Common Stock	Sep 15, 2016	M	2,500	$0.00	A	238,940	D
Class A Common Stock	Sep 15, 2016	M	3,806	$0.00	A	242,746	D
Class A Common Stock^F3	Sep 15, 2016	S	3,905	$39.58	D	238,841	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")^F4,F5	—	Sep 15, 2016	M	2,000	D	—	—	Class B Common Stock	2,000	36,001	D
Class B Common Stock^F1	—	Sep 15, 2016	M	2,000	A	—	—	Class A Common Stock	2,000	2,000	D
Class B Common Stock^F1	—	Sep 15, 2016	C	2,000	D	—	—	Class A Common Stock	2,000	0	D
Restricted Stock Units ("RSUs")^F6,F7	—	Sep 15, 2016	M	2,500	D	—	—	Class A Common Stock	2,500	35,000	D
Restricted Stock Units ("RSUs")^F6,F8	—	Sep 15, 2016	M	3,806	D	—	—	Class A Common Stock	3,806	15,224	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.
F2Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the RSUs listed in Table II and does not represent a discretionary trade by the reporting person.
F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.50 to $39.64, inclusive. The reporting person undertakes to provide to Wayfair Inc., any security holder of Wayfair Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
F4Each RSU represents a contingent right to receive one share of Class B Common Stock when vested.
F5These 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.
F6Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.
F7These 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.
F8These RSUs vest upon the satisfaction of a service condition and have no expiration date. The service condition is satisfied as to 1/5th of the shares on September 15, 2016 and as to an additional 1/20th of the shares for every three months of continuous service thereafter.