Wayfair Inc. — Director's Dealing 2020

Jun 18, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Wayfair Inc. (W)
CIK: 0001616707
Period of Report: 2020-06-15

Reporting Person: Macri Edmond (Chief Product/Marketing)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-01-07	Class A Common Stock	G	450	—	Disposed	1647	Direct
2020-01-07	Class A Common Stock	G	450	—	Acquired	270381	Indirect
2020-06-15	Class A Common Stock	M	951	—	Acquired	2598	Direct
2020-06-15	Class A Common Stock	M	5000	—	Acquired	7598	Direct
2020-06-15	Class A Common Stock	M	2500	—	Acquired	10098	Direct
2020-06-15	Class A Common Stock	S	500	$200	Disposed	269881	Indirect
2020-06-16	Class A Common Stock	S	448	$191.73	Disposed	9650	Direct
2020-06-16	Class A Common Stock	S	1800	$193.89	Disposed	7850	Direct
2020-06-16	Class A Common Stock	S	900	$194.96	Disposed	6950	Direct
2020-06-16	Class A Common Stock	S	400	$195.86	Disposed	6550	Direct
2020-06-16	Class A Common Stock	S	184	$196.91	Disposed	6366	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-06-15	Restricted Stock Units ("RSUs")	$	M	951	Disposed		Class A Common Stock (951.0)	Direct
2020-06-15	Restricted Stock Units ("RSUs")	$	M	5000	Disposed		Class A Common Stock (5000.0)	Direct
2020-06-15	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: Previous Forms 4 for this reporting person inadvertently overstated the number of shares held by the reporting person by 500 shares. This Form 4 corrects such error by reducing the number of shares held by the reporting person by such 500 shares.

F3: These sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

F4: 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 restricted stock units ("RSUs") listed in Table II and does not represent a discretionary trade by the reporting person.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $191.62 to $192.10, 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.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $193.36 to $194.355, 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.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $194.645 to $195.45, 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.

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $195.79 to $195.905, 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.

F9: Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.

F10: 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.

F11: 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.

F12: 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.