Wayfair Inc. — Director's Dealing 2020

Oct 13, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Wayfair Inc. (W)
CIK: 0001616707
Period of Report: 2020-10-08

Reporting Person: Choe Michael W. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-10-08	Class A Common Stock	C	3490175	$72.5	Acquired	3490175	Indirect
2020-10-08	Class A Common Stock	J	3490175	$0.0	Disposed	0.0	Indirect
2020-10-08	Class A Common Stock	J	58291	—	Acquired	94359	Direct
2020-10-08	Class A Common Stock	J	8887	—	Acquired	8887	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-10-08	2.5% Accreting Convertible Senior Notes Due 2025	$72.5	C		Disposed	2025-04-01	Class A Common Stock (3490175)	Indirect

Footnotes

F1: The Reporting Person is a Managing Director and the Chief Executive Officer of Charlesbank Capital Partners, LLC, which is the sole member of Charlesbank Equity Fund IX, GP, LLC, which is the general partner of Charlesbank Equity Fund IX GP, Limited Partnership, which is the general partner of Charlesbank Equity Fund IX, Limited Partnership, which is the manager of CBEP Investments, LLC; and the Reporting Person is a member of the investment committee of Charlesbank Capital Partners, LLC that has voting and investment power over the investments made by CBEP Investments, LLC. The Reporting Person disclaims beneficial ownership of the securities held by CBEP Investments, LLC, except to the extent of his pecuniary interest therein.

F2: The number of underlying shares was adjusted from the number previously reported to reflect an interest payment in kind and the settlement of fractional shares in cash, pursuant to the terms of the Notes.

F3: Pro rata distribution of shares for no consideration by CBEP Investments, LLC to its members, pursuant to a sales plan adopted by CBEP Investments, LLC and intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, and further distribution by its members and certain of their partners at no consideration to their respective beneficial owners.

F4: Shares held by the Choe Family 2014 Irrevocable Gifting Trust. The Reporting Person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest, if any, therein.