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: Gulliver Kate (CFO and Chief Admin Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-10-01	Class A Common Stock	M	711	—	Acquired	48497	Direct
2023-10-01	Class A Common Stock	M	870	—	Acquired	49367	Direct
2023-10-01	Class A Common Stock	M	2084	—	Acquired	51451	Direct
2023-10-01	Class A Common Stock	M	503	—	Acquired	51954	Direct
2023-10-01	Class A Common Stock	M	750	—	Acquired	52704	Direct
2023-10-01	Class A Common Stock	M	14071	—	Acquired	66775	Direct
2023-10-03	Class A Common Stock	S	2156	$55.89	Disposed	64619	Direct
2023-10-03	Class A Common Stock	S	2993	$56.91	Disposed	61626	Direct
2023-10-03	Class A Common Stock	S	1800	$57.54	Disposed	59826	Direct
2023-10-03	Class A Common Stock	S	300	$58.89	Disposed	59526	Direct
2023-10-03	Class A Common Stock	S	460	$59.81	Disposed	59066	Direct
2023-10-03	Class A Common Stock	S	452	$61.62	Disposed	58614	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-10-01	Restricted Stock Unit ("RSU")	$	M	711	Disposed		Class A Common Stock (711)	Direct
2023-10-01	Restricted Stock Unit ("RSU")	$	M	503	Disposed		Class A Common Stock (503)	Direct
2023-10-01	Restricted Stock Unit ("RSU")	$	M	870	Disposed		Class A Common Stock (870)	Direct
2023-10-01	Restricted Stock Units ("RSUs")	$	M	2084	Disposed		Class A Common Stock (2084)	Direct
2023-10-01	Restricted Stock Unit ("RSU")	$	M	750	Disposed		Class A Common Stock (750)	Direct
2023-10-01	Restricted Stock Unit ("RSU")	$	M	14071	Disposed		Class A Common Stock (14071)	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 $55.37 to $56.33, 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 $56.35 to $57.33, 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 $57.34 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 $58.39 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 $59.49 to $59.92, 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 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, 3,376 shares will vest in substantially equal quarterly amounts commencing January 1, 2024, 723 shares will vest in substantially equal quarterly amounts commencing January 1, 2025, and 1,567 shares will vest in substantially equal quarterly amounts commencing on January 1, 2026.

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, 1,340 shares will vest in equal quarterly amounts commencing January 1, 2025.

F11: 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 1,811 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, 870 shares will vest on January 1, 2024, 871 shares will vest on April 1, 2024, 2,346 shares will vest in substantially equal quarterly amounts commencing July 1, 2024, 868 shares will vest in equal quarterly amounts commencing July 1, 2025, and 875 shares will vest in substantially equal quarterly amounts commencing July 1, 2026.

F12: These RSUs, which were granted on February 1, 2023, vest upon the satisfaction of a service condition and have no expiration date. The service condition was initially partially satisfied on April 1, 2023 as to 6,731 shares and vest as to varying amounts thereafter for every subsequent three months of continuous service over a period of four years. With respect to the number of shares that have not vested, subject to continued service on each applicable vesting date, 2,083 shares will vest on January 1, 2024, 2,084 shares will vest on April 1, 2024, 5,556 shares will vest in equal quarterly amounts commencing July 1, 2024, 2,336 shares will vest in equal quarterly amounts commencing July 1, 2025, and 1,712 shares will vest in equal quarterly amounts commencing July 1, 2026.

F13: These RSUs, which were granted 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, 2,522 shares will vest in substantially equal quarterly amounts commencing January 1, 2024.

F14: These RSUs vest upon the satisfaction of a service condition and have no expiration date. The service condition was fully satisfied on October 1, 2023.