Wayfair Inc. — Director's Dealing 2023

Apr 5, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Wayfair Inc. (W)
CIK: 0001616707
Period of Report: 2023-04-01

Reporting Person: Netzer Thomas (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-04-01	Class A Common Stock	M	5052	—	Acquired	92139	Direct
2023-04-01	Class A Common Stock	M	6638	—	Acquired	98777	Direct
2023-04-04	Class A Common Stock	S	3544	$35.27	Disposed	95233	Direct
2023-04-04	Class A Common Stock	S	1401	$35.95	Disposed	93832	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-04-01	Restricted Stock Units ("RSUs")	$	M	5052	Disposed		Class A Common Stock (5052.0)	Direct
2023-04-01	Restricted Stock Unit ("RSUs")	$	M	6638	Disposed		Class A Common Stock (6638.0)	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 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 $34.89 to $35.58, 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 $35.60 to $36.16, 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: Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.

F5: These RSUs, which were granted on April 18, 2022, vest upon the satisfaction of a service condition and have no expiration date. The service condition was initially partially satisfied on July 1, 2022 as to 5,051 shares and vest as to varying amounts thereafter for every subsequent three months of continuous service over a period of five years. With respect to the number of shares that have not vested, subject to continued service on each applicable vesting date, 17,639 shares will vest in substantially equal quarterly amounts commencing July 1, 2023, 11,555 shares will vest in substantially equal quarterly amounts commencing July 1, 2024, 3,321 shares will vest in substantially equal quarterly amounts commencing July 1, 2025, and 4,795 shares will vest in substantially equal quarterly amounts commencing July 1, 2026.

F6: These RSUs, which were granted on October 17, 2022, vest upon the satisfaction of a service condition and have no expiration date. The service condition was initially partially satisfied on November 1, 2022 as to 6,638 shares and vested in equal amounts thereafter for every subsequent month of continuous service for a period of five months.