Wayfair Inc. — Director's Dealing 2018

Feb 23, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Wayfair Inc. (W)
CIK: 0001616707
Period of Report: 2018-02-21

Reporting Person: FLEISHER MICHAEL D (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-21	Class A Common Stock	C	9467	—	Acquired	65508	Direct
2018-02-21	Class A Common Stock	S	4126	$96.66	Disposed	61382	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-21	Restricted Stock Units ("RSUs")	$	M	9467	Disposed		Class B Common Stock (9467.0)	Direct
2018-02-21	Class B Common Stock	$	M	9467	Acquired		Class A Common Stock (9467.0)	Direct
2018-02-21	Class B Common Stock	$	C	9467	Disposed		Class A Common Stock (9467.0)	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 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: 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 and have no expiration date. The service condition is satisfied as to 1/5th of the shares on October 21, 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.