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Wayfair Inc. — Director's Dealing 2014
Oct 10, 2014
30599_dirs_2014-10-09_01aa59e7-a278-4990-bc6b-09b27ec80508.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: 2014-10-07
Reporting Person: Bradley Julie MB (Director)
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2014-10-07 | Series B Preferred Stock | $ | C | 76260 | Disposed | Class B Common Stock (76260) | Direct | |
| 2014-10-07 | Class B Common Stock | $ | C | 76260 | Acquired | Class A Common Stock (76260) | Direct | |
| 2014-10-07 | Restricted Stock Unit ("RSU") | $ | M | 19166 | Disposed | 2019-11-02 | Class B Common Stock (19166) | Direct |
| 2014-10-07 | Class B Common Stock | $ | M | 19166 | Acquired | Class A Common Stock (19166) | Direct |
Footnotes
F1: Each share of Series B Preferred Stock, which has no expiration date, automatically converted into one share of Class B Common Stock upon the consummation of the issuer's initial public offering.
F2: 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 66 2/3% 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.
F3: Each RSU represents a contingent right to receive one share of Class B Common Stock when vested.
F4: These RSUs vest upon the satisfaction of a service condition and an event condition. The service condition is satisfied as to 50% of the shares on November 2, 2013 and as to an additional 1/24th 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.