Wayfair Inc. — Director's Dealing 2022

Feb 3, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Wayfair Inc. (W)
CIK: 0001616707
Period of Report: 2022-02-01

Reporting Person: Miller James R. (Chief Technology Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-02-01	Class A Common Stock	M	8125	—	Acquired	36313	Direct
2022-02-02	Class A Common Stock	S	2002	$155.49	Disposed	34311	Direct
2022-02-02	Class A Common Stock	S	797	$156.54	Disposed	33514	Direct
2022-02-02	Class A Common Stock	S	861	$157.53	Disposed	32653	Direct
2022-02-02	Class A Common Stock	S	301	$158.95	Disposed	32352	Direct
2022-02-02	Class A Common Stock	S	270	$160.92	Disposed	32082	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-02-01	Restricted Stock Unit ("RSU")	$	M	8125	Disposed		Class A Common Stock (8125.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	13617	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 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 $155.01 to $155.86, 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 $156.22 to $156.88, 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 $156.89 to $157.88, 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 $158.86 to $159.12, 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 $160.63 to $161.28, 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. This holding was inadvertently omitted from the reporting person's Form 4 filed on November 3, 2021.

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

F9: These shares of Class A Common Stock are issuable upon vesting of a RSU. The RSU vests upon the satisfaction of a service condition and have no expiration date. The service condition is satisfied as to 1/8th of the shares on August 1, 2020 and as to an additional 1/8th of the shares for each 3-month period of continuous service thereafter.