SEC Form 4 · accession 0001616707-18-000475
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
Dec 15, 2018
Accepted (ET)
Dec 18, 2018 · 5:40 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 | Dec 15, 2018 | M | 2,500 | $0.00 | A | 3,000 | D | |
| Class A Common Stock | Dec 15, 2018 | M | 951 | $0.00 | A | 3,951 | D | |
| Class A Common Stock | Dec 15, 2018 | M | 5,000 | $0.00 | A | 8,951 | D | |
| Class A Common Stock | Dec 15, 2018 | M | 2,500 | $0.00 | A | 11,451 | D | |
| Class A Common StockF2 | Dec 17, 2018 | S | 5,113 | $101.19 | D | 6,338 | D | |
| Class A Common Stock | holding | — | — | — | 250,219 | 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")F3,F4 | — | Dec 15, 2018 | M | 2,500 | D | — | — | Class A Common Stock | 2,500 | 12,500 | D |
| Restricted Stock Units ("RSUs")F3,F5 | — | Dec 15, 2018 | M | 951 | D | — | — | Class A Common Stock | 951 | 6,661 | D |
| Restricted Stock Units ("RSUs")F3,F6 | — | Dec 15, 2018 | M | 5,000 | D | — | — | Class A Common Stock | 5,000 | 45,000 | D |
| Restricted Stock Units ("RSUs")F3,F7 | — | Dec 15, 2018 | M | 2,500 | D | — | — | Class A Common Stock | 2,500 | 32,500 | 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.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.53 to $101.4343, 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 RSU represents a contingent right to receive one share of Class A Common Stock when vested.
- F4These 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.
- 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 September 15, 2016 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 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.
- F7These 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.