Wayfair Inc. — Director's Dealing 2022

Apr 20, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Wayfair Inc. (W)
CIK: 0001616707
Period of Report: 2022-04-15

Reporting Person: FLEISHER MICHAEL D (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-04-15	Class A Common Stock	M	13750	—	Acquired	64889	Direct
2022-04-19	Class A Common Stock	S	390	$101.02	Disposed	64499	Direct
2022-04-19	Class A Common Stock	S	4756	$101.86	Disposed	59743	Direct
2022-04-19	Class A Common Stock	S	955	$102.90	Disposed	58788	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-04-15	Restricted Stock Units ("RSUs")	$	M	13750	Disposed		Class A Common Stock (13750.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	20000	Indirect
Class A Common Stock	25200	Indirect
Class A Common Stock	20000	Indirect

Footnotes

F1: Excludes 65,200 shares previously owned directly by the reporting person that were contributed to grantor retained annuity trusts for the benefit of the reporting person's children.

F2: 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.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.95 to $101.16, 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 $101.20 to $102.16, 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 $102.49 to $103.41, 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: On March 3, 2022, 20,000 shares were contributed to one of three grantor retained annuity trusts for the benefit of the reporting person's children, of which the reporting person is trustee and sole annuitant. These shares were previously reported as directly beneficially owned by the reporting person.

F7: On March 3, 2022, 25,200 shares were contributed to one of three grantor retained annuity trusts for the benefit of the reporting person's children, of which the reporting person is trustee and sole annuitant. These shares were previously reported as directly beneficially owned by the reporting person.

F8: On March 3, 2022, 20,000 shares were contributed to one of three grantor retained annuity trusts for the benefit of the reporting person's children, of which the reporting person is trustee and sole annuitant. These shares were previously reported as directly beneficially owned by the reporting person.

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 1/20th of the shares on April 15, 2018 and as to an additional 1/20th of the shares for every three months of continuous service thereafter.