Wayfair Inc. — Director's Dealing 2021

Nov 23, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Wayfair Inc. (W)
CIK: 0001616707
Period of Report: 2021-11-19

Reporting Person: Conine Steven (Director, Co-Founder, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-19	Class A Common Stock	C	320000	—	Acquired	360000	Direct
2021-11-19	Class A Common Stock	G	39000	—	Disposed	321000	Direct
2021-11-19	Class A Common Stock	G	78000	—	Disposed	243000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-11-19	Class B Common Stock	$	C	320000	Disposed		Class A Common Stock (320000.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	22857	Indirect

Footnotes

F1: Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock and has no expiration date. In addition, each share of Class B Common Stock will automatically convert into one share of Class A Common Stock (a) upon transfer thereof, subject to certain exceptions, (b) upon the date on which the outstanding shares of Class B Common Stock represent less than 10% of the aggregate number of shares of the then outstanding Class A Common Stock and Class B Common Stock, or (c) in the event that holders of at least 66 2/3% of the then outstanding shares of Class B Common Stock elect to convert all shares of Class B Common Stock into shares of Class A Common Stock. On November 19, 2021, the reporting person voluntarily converted 320,000 shares of his Class B Common Stock into Class A Common Stock.

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

F3: These shares were transferred to the Conine Family Foundation.

F4: Represents the receipt of shares by SK Ventures LLC, of which the reporting person is a member, pursuant to 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, as amended, and further distribution by its members and certain of their partners at no consideration to their respective beneficial owners.