SEC Form 4 · accession 0001616707-17-000100

Wayfair Inc. · W

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

Reporting owner

Niraj Shah

Officer — Chief Executive Officer · Director · 10% Owner

Period of report

Feb 13, 2017

Accepted (ET)

Feb 15, 2017 · 4:08 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
Class A Common Stock^F2	Feb 13, 2017	S	11,500	$42.05	D	32,159	D
Class A Common Stock	Feb 13, 2017	S	500	$42.87	D	31,659	D
Class A Common Stock^F3	Feb 15, 2017	C	2,500	—	A	34,159	D
Class A Common Stock	Feb 15, 2017	S	844	$41.08	D	33,315	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")^F5,F6	—	Feb 15, 2017	M	2,500	D	—	—	Class B Common Stock	2,500	50,001	D
Class B Common Stock^F3	—	Feb 15, 2017	M	2,500	A	—	—	Class A Common Stock	2,500	14,288,544	D
Class B Common Stock^F3	—	Feb 15, 2017	C	2,500	D	—	—	Class A Common Stock	2,500	14,286,044	D

Explanation of responses

F1Represents sales effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.68 to $42.52, 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.
F3Each 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.
F4Represents 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.
F5Each RSU represents a contingent right to receive one share of Class B Common Stock when vested.
F6These 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 October 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.