Wayfair Inc. — Director's Dealing 2022

Oct 5, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Wayfair Inc. (W)
CIK: 0001616707
Period of Report: 2022-10-01

Reporting Person: Tan Fiona (Chief Technology Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-10-01	Class A Common Stock	M	5500	—	Acquired	28852	Direct
2022-10-01	Class A Common Stock	M	3822	—	Acquired	32674	Direct
2022-10-04	Class A Common Stock	S	4294	$36.73	Disposed	28380	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-10-01	Restricted Stock Unit ("RSU")	$	M	5500	Disposed		Class A Common Stock (5500.0)	Direct
2022-10-01	Restricted Stock Unit ("RSU")	$	M	3822	Disposed		Class A Common Stock (3822.0)	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 $36.28 to $37.24, 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: Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.

F4: These RSUs vest upon the satisfaction of a service condition and have no expiration date. The service condition is partially satisfied on January 1, 2022 and as to (i) an additional 5,500 shares for every three months of continuous service thereafter for one year, (ii) 4,500 shares on January 1, 2023 and an additional 4,500 shares for every three months of continuous service for one year, and (iii) 3,500 shares on January 1, 2024 and an additional 3,500 shares for every three months of continuous service for one year.

F5: These RSUs vest upon the satisfaction of a service condition and have no expiration date. The service condition is partially satisfied on July 1, 2022 with respect to 3,822 shares and as to varying amounts of additional shares for every three months of continuous service thereafter over a period of five years.