Wayfair Inc. — Director's Dealing 2018

Apr 17, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Wayfair Inc. (W)
CIK: 0001616707
Period of Report: 2018-04-15

Reporting Person: Macri Edmond (Chief Product/Marketing)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-04-15	Class A Common Stock	M	3000	—	Acquired	3500	Direct
2018-04-16	Class A Common Stock	S	1365	$66.99	Disposed	2135	Direct
2018-04-17	Class A Common Stock	S	100	$66.66	Disposed	252679	Indirect
2018-04-17	Class A Common Stock	S	200	$66.90	Disposed	252479	Indirect
2018-04-17	Class A Common Stock	S	300	$67.90	Disposed	252179	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-04-15	Restricted Stock Units ("RSUs")	$	M	3000	Disposed		Class A Common Stock (3000.0)	Direct

Footnotes

F1: Represents 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.

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

F3: Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.

F4: These RSUs vest upon the satisfaction of a service condition and have no expiration date. The service condition is satisfied as to 1/20th of the shares on April 15, 2018 and as to an additional 1/20th of the shares for every three months of continuous service thereafter.