Wayfair Inc. — Director's Dealing 2017

Aug 30, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Wayfair Inc. (W)
CIK: 0001616707
Period of Report: 2017-08-28

Reporting Person: Conine Steven (Director, Co-Founder, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-08-28	Class A Common Stock	C	241200	—	Acquired	260270	Direct
2017-08-28	Class A Common Stock	S	14400	$68.52	Disposed	245870	Direct
2017-08-29	Class A Common Stock	G	50000	—	Disposed	195870	Direct
2017-08-29	Class A Common Stock	G	150000	—	Disposed	45870	Direct
2017-08-29	Class A Common Stock	S	6700	$66.67	Disposed	39170	Direct
2017-08-29	Class A Common Stock	S	20100	$67.81	Disposed	19070	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-08-28	Class B Common Stock	$	C	241200	Disposed		Class A Common Stock (241200.0)	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 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.

F2: Represents sales effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.95 to $68.77, 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.

F4: These shares were transferred to a donor advised charitable trust.

F5: These shares were transferred to the Conine Family Foundation.