Wayfair Inc. — Director's Dealing 2019

Mar 19, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Wayfair Inc. (W)
CIK: 0001616707
Period of Report: 2019-03-15

Reporting Person: Mulliken John Champlin (Chief Technology Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-01-18	Class A Common Stock	G	2009	—	Disposed	6614	Direct
2019-01-18	Class A Common Stock	G	2009	—	Acquired	212609	Indirect
2019-02-27	Class A Common Stock	G	1000	—	Disposed	211609	Indirect
2019-03-15	Class A Common Stock	M	2500	—	Acquired	9114	Direct
2019-03-15	Class A Common Stock	M	452	—	Acquired	9566	Direct
2019-03-15	Class A Common Stock	M	5000	—	Acquired	14566	Direct
2019-03-15	Class A Common Stock	M	2500	—	Acquired	17066	Direct
2019-03-15	Class A Common Stock	S	4178	$164.01	Disposed	12888	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-03-15	Restricted Stock Units ("RSUs")	$	M	2500	Disposed		Class A Common Stock (2500.0)	Direct
2019-03-15	Restricted Stock Units ("RSUs")	$	M	452	Disposed		Class A Common Stock (452.0)	Direct
2019-03-15	Restricted Stock Units ("RSUs")	$	M	5000	Disposed		Class A Common Stock (5000.0)	Direct
2019-03-15	Restricted Stock Units ("RSUs")	$	M	2500	Disposed		Class A Common Stock (2500.0)	Direct

Footnotes

F1: Represents a transfer to a revocable trust. The reporting person is the trustee of the revocable trust.

F2: These shares were transferred to a donor advised charitable trust.

F3: 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.

F4: Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.

F5: 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.

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 September 15, 2016 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 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.

F8: 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.