Wayfair Inc. — Director's Dealing 2022

Nov 3, 2022

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Wayfair Inc. (W)
CIK: 0001616707
Period of Report: 2022-11-01

Reporting Person: Gulliver Kate (CFO and Chief Admin Officer)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	14416	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Unit ("RSU")	$		Class A Common Stock (5520.0)		Direct
Restricted Stock Unit ("RSU")	$		Class A Common Stock (3350.0)		Direct
Restricted Stock Unit ("RSU")	$		Class A Common Stock (8508.0)		Direct
Restricted Stock Unit ("RSU")	$		Class A Common Stock (11192.0)		Direct
Restricted Stock Unit ("RSU")	$		Class A Common Stock (17546.0)		Direct

Footnotes

F1: These RSUs were granted in multiple awards on November 5, 2019, which vest upon the satisfaction of a service condition and have no expiration date. The service condition is partially satisfied with respect to an aggregate of 2,998 shares that vest in four substantially equal amounts commencing on January 1, 2023 and for every three months of continuous service thereafter, and as to an aggregate of 2,522 that vest in four substantially equal amounts commencing on January 1, 2024 and for every three months of continuous service thereafter.

F2: Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.

F3: These RSUs were granted in multiple awards on November 12, 2020, which vest upon the satisfaction of a service condition and have no expiration date. The service condition is partially satisfied with respect to an aggregate of 2,010 shares that vest in four substantially equal amounts commencing on January 1, 2023 and for every three months of continuous service thereafter, and as to an aggregate of 1,340 shares that vest in four substantially equal amounts commencing on January 1, 2025 and for every three months of continuous service thereafter.

F4: These RSUs were granted in multiple awards on November 11, 2021, which vest upon the satisfaction of a service condition and have no expiration date. The service condition is partially satisfied with respect to (i) an aggregate of 2,842 shares that vest in four substantially equal amounts commencing on January 1, 2023 and for every three months of continuous service thereafter, (ii) an aggregate of 3,376 shares that vest in four substantially equal amounts commencing on January 1, 2024 and for every three months of continuous service thereafter, (iii) an aggregate of 723 shares that vest in four substantially equal amounts commencing on January 1, 2025 and for every three months of continuous service thereafter, and (iv) an aggregate of 1,567 shares that vest in four substantially equal amounts commencing on January 1, 2026 and for every three months of continuous service thereafter.

F5: These RSUs were granted in multiple awards on April 18, 2022, which vest upon the satisfaction of a service condition and have no expiration date. The service condition is partially satisfied on January 1, 2023 with respect to 1,811 shares and as to varying amounts of additional shares for every three months of continuous service thereafter over a period of five years.

F6: These RSUs vest upon the satisfaction of a service condition and have no expiration date. The service condition is satisfied as to 1/6th of the shares on November 1, 2022 and as to an additional 1/6th of the shares for every one month of continuous service thereafter.