Wayfair Inc. — Director's Dealing 2023

Feb 4, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Wayfair Inc. (W)
CIK: 0001616707
Period of Report: 2023-02-01

Reporting Person: Gulliver Kate (CFO and Chief Admin Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-02-01	Class A Common Stock	M	2924	—	Acquired	24031	Direct
2023-02-02	Class A Common Stock	S	452	$68.57	Disposed	23579	Direct
2023-02-02	Class A Common Stock	S	600	$69.52	Disposed	22979	Direct
2023-02-02	Class A Common Stock	S	192	$71.14	Disposed	22787	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-02-01	Restricted Stock Unit ("RSU")	$	M	2924	Disposed		Class A Common Stock (2924.0)	Direct
2023-02-01	Restricted Stock Units ("RSUs")	$	A	24669	Acquired		Class A Common Stock (24669.0)	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 $68.56 to $68.58, 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 $69.24 to $69.88, 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 $71.13 to $71.15, 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: Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.

F6: These RSUs vest upon the satisfaction of a service condition and have no expiration date. The service condition is satisfied as to 1/6th of the shares on November 1, 2022 and as to an additional 1/6th of the shares for every one month of continuous service thereafter.

F7: These RSUs were granted in multiple awards on February 1, 2023, which vest upon the satisfaction of a service condition and have no expiration date. The service condition is satisfied with respect to 6,731 shares on April 1, 2023, and satisfied with respect to (i) an aggregate of 8,334 shares that vest in four substantially equal amounts commencing on July 1, 2023 and for every three months of continuous service thereafter, (ii) an aggregate of 5,556 shares that vest in four substantially equal amounts commencing on July 1, 2024 and for every three months of continuous service thereafter, (iii) an aggregate of 2,336 shares that vest in four substantially equal amounts commencing on July 1, 2025 and for every three months of continuous service thereafter, and (iv) an aggregate of 1,712 shares that vest in four substantially equal amounts commencing on July 1, 2026 and for every three months of continuous service thereafter.