Wayfair Inc. — Director's Dealing 2023

Oct 4, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Wayfair Inc. (W)
CIK: 0001616707
Period of Report: 2023-10-01

Reporting Person: Blotner Jon (Chief Commercial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-10-01	Class A Common Stock	M	375	—	Acquired	22747	Direct
2023-10-01	Class A Common Stock	M	320	—	Acquired	23067	Direct
2023-10-01	Class A Common Stock	M	966	—	Acquired	24033	Direct
2023-10-01	Class A Common Stock	M	735	—	Acquired	24768	Direct
2023-10-01	Class A Common Stock	M	7532	—	Acquired	32300	Direct
2023-10-03	Class A Common Stock	S	1203	$55.96	Disposed	31097	Direct
2023-10-03	Class A Common Stock	S	1548	$56.96	Disposed	29549	Direct
2023-10-03	Class A Common Stock	S	700	$57.61	Disposed	28849	Direct
2023-10-03	Class A Common Stock	S	200	$59.13	Disposed	28649	Direct
2023-10-03	Class A Common Stock	S	229	$59.87	Disposed	28420	Direct
2023-10-03	Class A Common Stock	S	375	$61.70	Disposed	28045	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-10-01	Restricted Stock Units ("RSUs")	$	M	375	Disposed		Class A Common Stock (375)	Direct
2023-10-01	Restricted Stock Units ("RSUs")	$	M	320	Disposed		Class A Common Stock (320)	Direct
2023-10-01	Restricted Stock Units ("RSUs")	$	M	966	Disposed		Class A Common Stock (966)	Direct
2023-10-01	Restricted Stock Units ("RSUs")	$	M	735	Disposed		Class A Common Stock (735)	Direct
2023-10-01	Restricted Stock Units ("RSUs")	$	M	7532	Disposed		Class A Common Stock (7532)	Direct

Footnotes

F1: Represents the number of shares sold by Wayfair Inc. on behalf of the reporting person, which sale is mandatory pursuant to Wayfair Inc.'s policies to cover necessary tax withholding obligations in connection with the vesting of the Restricted Stock Units RSUs listed in Table II. Such sales do 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 $55.41 to $56.37, 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 $56.42 to $57.41, 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.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.46 to $57.98, 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 $59.03 to $59.23, 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 $59.72 to $60.03, 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.23 to $61.87, 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.

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

F9: These RSUs, which were granted in multiple awards on November 5, 2019, vest upon the satisfaction of a service condition and have no expiration date. With respect to the number of shares that have not vested, subject to continued service on each applicable vesting date, 1,261 shares will vest in substantially equal quarterly amounts commencing January 1, 2024.

F10: These RSUs, which were granted on November 12, 2020, vest upon the satisfaction of a service condition and have no expiration date. With respect to the number of shares that have not vested, subject to continued service on each applicable vesting date, 670 shares will vest in substantially equal quarterly amounts commencing January 1, 2025.

F11: These RSUs, which were granted in multiple awards on November 11, 2021, vest upon the satisfaction of a service condition and have no expiration date. With respect to the number of shares that have not vested, subject to continued service on each applicable vesting date, 3,730 shares will vest in substantially equal quarterly amounts commencing January 1, 2024, 1,049 shares will vest in substantially equal quarterly amounts commencing January 1, 2025, and 1,306 shares will vest in substantially equal quarterly amounts commencing on January 1, 2026.

F12: These RSUs, which were granted in multiple awards on April 18, 2022, vest upon the satisfaction of a service condition and have no expiration date. With respect to the number of shares that have not vested, subject to continued service on each applicable vesting date, 735 shares will vest on January 1, 2024, 736 shares will vest on April 1, 2024, 1,973 shares will vest in substantially equal quarterly amounts commencing July 1, 2024, 723 shares will vest in substantially equal quarterly amounts commencing July 1, 2025, and 729 shares will vest in substantially equal quarterly amounts commencing July 1, 2026.

F13: These RSUs, which were granted on September 20, 2023, vest upon the satisfaction of a service condition and have no expiration date. The service condition was fully satisfied on October 1, 2023.