Wayfair Inc. — Director's Dealing 2020

Jul 18, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Wayfair Inc. (W)
CIK: 0001616707
Period of Report: 2020-07-15

Reporting Person: FLEISHER MICHAEL D (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-07-15	Class A Common Stock	M	13750	—	Acquired	112674	Direct
2020-07-16	Class A Common Stock	S	632	$213.84	Disposed	112042	Direct
2020-07-16	Class A Common Stock	S	2469	$214.43	Disposed	109573	Direct
2020-07-16	Class A Common Stock	S	2281	$215.49	Disposed	107292	Direct
2020-07-16	Class A Common Stock	S	800	$216.53	Disposed	106492	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-07-15	Restricted Stock Units ("RSUs")	$	M	13750	Disposed		Class A Common Stock (13750.0)	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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $213.61 to $213.94, 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: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $214.00 to $214.95, inclusive. The reporting personundertakes 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 thenumber of shares sold at each separate price within the ranges set forth in this footnote.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $214.99 to $215.96, inclusive. The reporting personundertakes 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 thenumber of shares sold at each separate price within the ranges set forth in this footnote.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $216.22 to $216.97, inclusive. The reporting personundertakes 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 thenumber of shares sold at each separate price within the ranges set forth in this footnote.

F6: Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.

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 September 15, 2016 and as to an additional 1/20th of the shares for every three months of continuous service thereafter.