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Wayfair Inc. — Director's Dealing 2015
Mar 4, 2015
30599_dirs_2015-03-03_9a0bccae-5f15-4abe-a0f4-f84978741722.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: 2015-03-01
Reporting Person: Malone Nicholas (Chief Administrative Officer)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2015-03-01 | Class A Common Stock | C | 4055 | — | Acquired | 203562 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2015-03-01 | Restricted Stock Units ("RSUs") | $ | M | 6000 | Disposed | 2021-04-08 | Class B Common Stock (6000) | Direct |
| 2015-03-01 | Class B Common Stock | $ | M | 6000 | Acquired | Class A Common Stock (6000) | Direct | |
| 2015-03-01 | Class B Common Stock | $ | F | 1945 | Disposed | Class A Common Stock (1945) | Direct | |
| 2015-03-01 | Class B Common Stock | $ | C | 4055 | Disposed | Class A Common Stock (4055) | 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 March 1, 2015 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.