SEC Form 4 · accession 0001616707-18-000476
Wayfair Inc. · W
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James Savarese
Officer — Chief Operating Officer
Period of report
Dec 15, 2018
Accepted (ET)
Dec 18, 2018 · 5:42 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 | Nov 13, 2018 | G | 10,000 | $0.00 | D | 453,288 | D | |
| Class A Common Stock | Dec 15, 2018 | M | 1,500 | $0.00 | A | 454,788 | D | |
| Class A Common Stock | Dec 15, 2018 | M | 521 | $0.00 | A | 455,309 | D | |
| Class A Common Stock | Dec 15, 2018 | M | 5,000 | $0.00 | A | 460,309 | D | |
| Class A Common Stock | Dec 15, 2018 | M | 2,500 | $0.00 | A | 462,809 | D | |
| Class A Common Stock | Dec 17, 2018 | S | 4,434 | $101.03 | D | 458,375 | 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")F3,F4 | — | Dec 15, 2018 | M | 1,500 | D | — | — | Class A Common Stock | 1,500 | 7,500 | D |
| Restricted Stock Units ("RSUs")F3,F5 | — | Dec 15, 2018 | M | 521 | D | — | — | Class A Common Stock | 521 | 3,647 | 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
- F1These shares were transferred to a donor advised charitable 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.
- 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.