SEC Form 4 · accession 0001616707-17-000104
Wayfair Inc. · W
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Romero Rodrigues
Director
Period of report
Feb 15, 2017
Accepted (ET)
Feb 15, 2017 · 4:09 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 | Feb 15, 2017 | C | 165 | — | A | 9,944 | 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")F2,F3 | — | Feb 15, 2017 | M | 165 | D | — | — | Class B Common Stock | 165 | 830 | D |
| Class B Common StockF1 | — | Feb 15, 2017 | M | 165 | A | — | — | Class A Common Stock | 165 | 165 | D |
| Class B Common StockF1 | — | Feb 15, 2017 | C | 165 | D | — | — | Class A Common Stock | 165 | 0 | 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.
- 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 and have no expiration date. The service condition is satisfied as to 1/3rd of the shares on July 15, 2015 and as to an additional 1/36th 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.