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: Netzer Thomas (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-02-01	Class A Common Stock	M	6000	—	Acquired	39467	Direct
2022-02-02	Class A Common Stock	S	133	$154.75	Disposed	39334	Direct
2022-02-02	Class A Common Stock	S	1086	$155.46	Disposed	38248	Direct
2022-02-02	Class A Common Stock	S	180	$156.83	Disposed	38068	Direct
2022-02-02	Class A Common Stock	S	201	$158.98	Disposed	37867	Direct
2022-02-02	Class A Common Stock	S	270	$160.70	Disposed	37597	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-02-01	Restricted Stock Unit ("RSU")	$	M	6000	Disposed		Class A Common Stock (6000.0)	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 $154.73 to $154.81, 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 $154.85 to $155.81, 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 $156.78 to $156.89, 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 $159.11, 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 $160.64 to $160.83, 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: Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.

F8: These RSUs vest upon the satisfaction of a service condition and have no expiration date. The service condition was satisfied as to 1/5th of the shares on May 1, 2019 and as to an additional 1/20th of the shares for every three months of continuous service thereafter.