Wayfair Inc. — Director's Dealing 2018

Mar 16, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Wayfair Inc. (W)
CIK: 0001616707
Period of Report: 2018-03-15

Reporting Person: Macri Edmond (Chief Product/Marketing)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-15	Class A Common Stock	C	2001	—	Acquired	2849	Direct
2018-03-15	Class A Common Stock	M	2500	—	Acquired	5349	Direct
2018-03-15	Class A Common Stock	M	952	—	Acquired	6301	Direct
2018-03-15	Class A Common Stock	M	5000	—	Acquired	11301	Direct
2018-03-15	Class A Common Stock	M	10000	—	Acquired	21301	Direct
2018-03-15	Class A Common Stock	S	5855	$82.47	Disposed	15446	Direct
2018-03-15	Class A Common Stock	S	3716	$83.13	Disposed	11730	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-15	Restricted Stock Units ("RSUs")	$	M	2001	Disposed		Class B Common Stock (2001.0)	Direct
2018-03-15	Class B Common Stock	$	M	2001	Acquired		Class A Common Stock (2001.0)	Direct
2018-03-15	Class B Common Stock	$	C	2001	Disposed		Class A Common Stock (2001.0)	Direct
2018-03-15	Restricted Stock Units ("RSUs")	$	M	2500	Disposed		Class A Common Stock (2500.0)	Direct
2018-03-15	Restricted Stock Units ("RSUs")	$	M	952	Disposed		Class A Common Stock (952.0)	Direct
2018-03-15	Restricted Stock Units ("RSUs")	$	M	5000	Disposed		Class A Common Stock (5000.0)	Direct
2018-03-15	Restricted Stock Units ("RSUs")	$	M	10000	Disposed		Class A Common Stock (10000.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	243949	Indirect

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 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.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.09 to $82.94, 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: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.11 to $83.21, 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.

F5: Each RSU represents a contingent right to receive one share of Class B Common Stock when vested.

F6: These RSUs vest upon the satisfaction of a service condition and an event condition and have no expiration date. The service condition is satisfied as to 1/5th of the shares on March 15, 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.

F7: Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.

F8: These RSUs vest upon the satisfaction of a service condition. The service condition is satisfied as to 20% of the shares on March 15, 2016 and as to an additional 5% of the shares for each 3-month period of continuous service thereafter.

F9: These RSUs vest upon the satisfaction of a service condition and have no expiration date. The service condition is satisfied as to 1/5th of the shares on September 15, 2016 and as to an additional 1/20th of the shares for every three months of continuous service thereafter.

F10: These RSUs vest upon the satisfaction of a service condition and have no expiration date. The service condition is satisfied as to 1/5th of the shares on March 15, 2017 and as to an additional 1/20th of the shares for every three months of continuous service thereafter.

F11: These RSUs vest upon the satisfaction of a service condition and an event condition and have no expiration date. The service condition is satisfied as to 1/5th of the shares on March 15, 2018 and as to an additional 1/20th of the shares for every three months of continuous service thereafter.