Wayfair Inc. — Director's Dealing 2019

Sep 18, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Wayfair Inc. (W)
CIK: 0001616707
Period of Report: 2019-09-15

Reporting Person: Macri Edmond (Chief Product/Marketing)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-09-15	Class A Common Stock	M	2500	—	Acquired	3450	Direct
2019-09-15	Class A Common Stock	M	952	—	Acquired	4402	Direct
2019-09-15	Class A Common Stock	M	5000	—	Acquired	9402	Direct
2019-09-15	Class A Common Stock	M	2500	—	Acquired	11902	Direct
2019-09-15	Class A Common Stock	S	5012	$129.38	Disposed	6890	Direct
2019-09-17	Class A Common Stock	S	300	$133.24	Disposed	256195	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-09-15	Restricted Stock Units ("RSUs")	$	M	2500	Disposed		Class A Common Stock (2500.0)	Direct
2019-09-15	Restricted Stock Units ("RSUs")	$	M	952	Disposed		Class A Common Stock (952.0)	Direct
2019-09-15	Restricted Stock Units ("RSUs")	$	M	5000	Disposed		Class A Common Stock (5000.0)	Direct
2019-09-15	Restricted Stock Units ("RSUs")	$	M	2500	Disposed		Class A Common Stock (2500.0)	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: The sales reported in this Form 4 were 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. 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.

F5: 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.

F6: 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.

F7: 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.