Wayfair Inc. — Director's Dealing 2020

Mar 18, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Wayfair Inc. (W)
CIK: 0001616707
Period of Report: 2020-03-15

Reporting Person: Macri Edmond (Chief Product/Marketing)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-03-15	Class A Common Stock	M	2500	—	Acquired	5062	Direct
2020-03-15	Class A Common Stock	M	952	—	Acquired	6014	Direct
2020-03-15	Class A Common Stock	M	5000	—	Acquired	11014	Direct
2020-03-15	Class A Common Stock	M	2500	—	Acquired	13514	Direct
2020-03-17	Class A Common Stock	S	633	$26.60	Disposed	12881	Direct
2020-03-17	Class A Common Stock	S	702	$28.11	Disposed	12179	Direct
2020-03-17	Class A Common Stock	S	1142	$28.95	Disposed	11037	Direct
2020-03-17	Class A Common Stock	S	700	$30.19	Disposed	10337	Direct
2020-03-17	Class A Common Stock	S	1837	$31.21	Disposed	8500	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-03-15	Restricted Stock Units ("RSUs")	$	M	2500	Disposed		Class A Common Stock (2500.0)	Direct
2020-03-15	Restricted Stock Units ("RSUs")	$	M	952	Disposed		Class A Common Stock (952.0)	Direct
2020-03-15	Restricted Stock Units ("RSUs")	$	M	5000	Disposed		Class A Common Stock (5000.0)	Direct
2020-03-15	Restricted Stock Units ("RSUs")	$	M	2500	Disposed		Class A Common Stock (2500.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	268181	Indirect

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 restricted stock units ("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 $26.16 to $26.93, 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 $27.52 to $28.52, 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.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.62 to $29.53, 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.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.70 to $30.67, 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 $30.71 to $31.61, 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 reporting person is the trustee of the revocable trust that owns the reported securities.

F8: Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.

F9: 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.

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.