SEC Form 4 · accession 0001616707-18-000386
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, 2018
Accepted (ET)
Sep 18, 2018 · 9:19 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 | Sep 15, 2018 | M | 2,500 | $0.00 | A | 3,000 | D | |
| Class A Common Stock | Sep 15, 2018 | M | 952 | $0.00 | A | 3,952 | D | |
| Class A Common Stock | Sep 15, 2018 | M | 5,000 | $0.00 | A | 8,952 | D | |
| Class A Common Stock | Sep 15, 2018 | M | 2,500 | $0.00 | A | 11,452 | D | |
| Class A Common Stock | Sep 17, 2018 | S | 5,016 | $146.56 | D | 6,436 | D | |
| Class A Common Stock | holding | — | — | — | 248,671 | 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")F2,F3 | — | Sep 15, 2018 | M | 2,500 | D | — | — | Class A Common Stock | 2,500 | 15,000 | D |
| Restricted Stock Units ("RSUs")F2,F4 | — | Sep 15, 2018 | M | 952 | D | — | — | Class A Common Stock | 952 | 7,612 | D |
| Restricted Stock Units ("RSUs")F2,F5 | — | Sep 15, 2018 | M | 5,000 | D | — | — | Class A Common Stock | 5,000 | 50,000 | D |
| Restricted Stock Units ("RSUs")F2,F6 | — | Sep 15, 2018 | M | 2,500 | D | — | — | Class A Common Stock | 2,500 | 35,000 | D |
Explanation of responses
- F1Represents 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.
- F2Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.
- F3These 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.
- F4These 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.
- F5These 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 March 15, 2017 and as to an additional 1/20th of the shares for every three months of continuous service thereafter.
- 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 March 15, 2018 and as to an additional 1/20th of the shares for every three months of continuous service thereafter.