SEC Form 4 · accession 0001616707-18-000473

Wayfair Inc. · W

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

Reporting owner

John Champlin Mulliken

Officer — Chief Technology Officer

Period of report

Dec 15, 2018

Accepted (ET)

Dec 18, 2018 · 5:36 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 Stock	Oct 18, 2018	G	1,612	$0.00	D	6,614	D
Class A Common Stock	Oct 18, 2018	G	1,612	$0.00	A	205,064	I	By Revocable Trust
Class A Common Stock	Dec 15, 2018	M	2,500	$0.00	A	9,114	D
Class A Common Stock	Dec 15, 2018	M	451	$0.00	A	9,565	D
Class A Common Stock	Dec 15, 2018	M	5,000	$0.00	A	14,565	D
Class A Common Stock	Dec 15, 2018	M	2,500	$0.00	A	17,065	D
Class A Common Stock^F3	Dec 17, 2018	S	1,585	$99.62	D	15,480	D
Class A Common Stock^F4	Dec 17, 2018	S	3,330	$100.48	D	12,150	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	—	Dec 15, 2018	M	2,500	D	—	—	Class A Common Stock	2,500	12,500	D
Restricted Stock Units ("RSUs")^F5,F7	—	Dec 15, 2018	M	451	D	—	—	Class A Common Stock	451	3,161	D
Restricted Stock Units ("RSUs")^F5,F8	—	Dec 15, 2018	M	5,000	D	—	—	Class A Common Stock	5,000	45,000	D
Restricted Stock Units ("RSUs")^F5,F9	—	Dec 15, 2018	M	2,500	D	—	—	Class A Common Stock	2,500	32,500	D

Explanation of responses

F1Represents a transfer to a revocable trust. The reporting person is the trustee of the revocable trust.
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 $99.26 to $100.25, 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.
F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.26 to $100.627, 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.
F5Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.
F6These 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.
F7These 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.
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 March 15, 2017 and as to an additional 1/20th of the shares for every three months of continuous service thereafter.
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 March 15, 2018 and as to an additional 1/20th of the shares for every three months of continuous service thereafter.