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Wayfair Inc. Director's Dealing 2023

May 20, 2023

30599_dirs_2023-05-19_96f493a3-a4e1-4cc1-a2bf-adf6bf4362b8.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Wayfair Inc. (W)
CIK: 0001616707
Period of Report: 2023-05-17

Reporting Person: Choe Michael W. (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2023-05-17 Class A Common Stock A 7024 Acquired 161623 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Class A Common Stock 8887 Indirect

Footnotes

F1: These shares of Class A Common Stock are issuable upon vesting of a restricted stock unit ("RSU"). The RSU vests upon the satisfaction of a service condition over a one year period commencing on May 1, 2023. The service condition is satisfied as to one fourth of the shares for each three-month period of continuous service thereafter.

F2: Pursuant to the Limited Partnership Agreements of Charlesbank Equity Fund IX, Limited Partnership, and certain affiliated funds (the "Funds"), proceeds received in connection with shares issuable upon vesting of the RSU will be allocated to the Funds.

F3: Shares held by the Choe Family 2014 Irrevocable Gifting Trust. The Reporting Person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest, if any, therein.