Wayfair Inc. — Director's Dealing 2019

Dec 3, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Wayfair Inc. (W)
CIK: 0001616707
Period of Report: 2019-12-01

Reporting Person: Miller James R. (Director, Interim CTO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-12-01	Class A Common Stock	M	3500	—	Acquired	16076	Direct
2019-12-02	Class A Common Stock	S	1617	$84.09	Disposed	14459	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-12-01	Class A Common Stock	$	M	3500	Disposed		Class A Common Stock (3500.0)	Direct

Footnotes

F1: Represents shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of restricted stock units ("RSUs"), and does not represent a discretionary trade by the reporting person.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.05 to $84.10, 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.

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

F4: These shares of Class A Common Stock are issuable upon vesting of a RSU. The RSU vests upon the satisfaction of a service condition. The service condition is satisfied as to 6 equal monthly installments subject to continuous service as Interim Chief Technology Officer.