SEC Form 4 · accession 0001616707-17-000332
Wayfair Inc. · W
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Nicholas Malone
Officer — Chief Administrative Officer
Period of report
May 15, 2017
Accepted (ET)
May 17, 2017 · 5:42 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 | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | May 11, 2017 | G | 17,639 | $0.00 | D | 0 | D | |
| Class A Common Stock | May 11, 2017 | G | 17,639 | $0.00 | A | 127,628 | I | By Revocable Trust |
| Class A Common StockF2 | May 15, 2017 | C | 2,500 | — | A | 2,500 | D | |
| Class A Common StockF4 | May 15, 2017 | S | 1,198 | $61.31 | D | 1,302 | D | |
| Class A Common StockF6 | May 15, 2017 | S | 1,500 | $61.29 | D | 126,128 | I | By Revocable Trust |
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")F7,F8 | — | May 15, 2017 | M | 1,250 | D | — | — | Class B Common Stock | 1,250 | 12,501 | D |
| Restricted Stock Units ("RSUs")F7,F9 | — | May 15, 2017 | M | 1,250 | D | — | — | Class B Common Stock | 1,250 | 21,251 | D |
| Class B Common StockF2 | — | May 15, 2017 | M | 2,500 | A | — | — | Class A Common Stock | 2,500 | 2,500 | D |
| Class B Common StockF2 | — | May 15, 2017 | C | 2,500 | D | — | — | Class A Common Stock | 2,500 | 0 | D |
Explanation of responses
- F1Represents a transfer to a revocable trust. The reporting person is the trustee of the revocable trust.
- F2Each 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.
- F3Represents 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.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.23 to $61.39, 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.
- F5Represents sales effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
- F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.00 to $61.62, 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.
- F7Each RSU represents a contingent right to receive one share of Class B Common Stock when vested.
- F8These 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.
- F9These 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.