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Wayfair Inc. — Director's Dealing 2014
Oct 24, 2014
30599_dirs_2014-10-23_9a0ee579-c5b5-4e73-b002-de2ce17477ed.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: Wayfair Inc. (W)
CIK: 0001616707
Period of Report: 2014-10-21
Reporting Person: FLEISHER MICHAEL D (Chief Financial Officer)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2014-10-21 | Class A Common Stock | C | 62642 | — | Acquired | 62642 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2014-10-21 | Restricted Stock Units ("RSUs") | $ | M | 113600 | Disposed | 2020-11-12 | Class B Common Stock (113600) | Direct |
| 2014-10-21 | Class B Common Stock | $ | M | 113600 | Acquired | Class A Common Stock (113600) | Direct | |
| 2014-10-21 | Class B Common Stock | $ | F | 50958 | Disposed | Class A Common Stock (50958) | Direct | |
| 2014-10-21 | Class B Common Stock | $ | C | 62642 | Disposed | Class A Common Stock (62642) | Direct |
Footnotes
F1: Each 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 662/3% 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.
F2: Each RSU represents a contingent right to receive one share of Class B Common Stock when vested.
F3: These RSUs vest upon the satisfaction of a service condition and an event condition. The service condition is satisfied as to 1/5th of the shares on October 21, 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.