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Wayfair Inc. Director's Dealing 2024

Jul 3, 2024

30599_dirs_2024-07-03_06ca7128-272d-4277-83be-036f5693ad41.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: 2024-07-01

Reporting Person: Blotner Jon (Chief Commercial Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2024-07-01 Class A Common Stock M 315 Acquired 38272 Direct
2024-07-01 Class A Common Stock M 932 Acquired 39204 Direct
2024-07-01 Class A Common Stock M 493 Acquired 39697 Direct
2024-07-01 Class A Common Stock M 18256 Acquired 57953 Direct
2024-07-02 Class A Common Stock S 4801 $50.95 Disposed 53152 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2024-07-01 Restricted Stock Units ("RSUs") $ M 315 Disposed Class A Common Stock (315) Direct
2024-07-01 Restricted Stock Units ("RSUs") $ M 932 Disposed Class A Common Stock (932) Direct
2024-07-01 Restricted Stock Units ("RSUs") $ M 493 Disposed Class A Common Stock (493) Direct
2024-07-01 Restricted Stock Units ("RSUs") $ M 18256 Disposed Class A Common Stock (18256) 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 $50.49 to $51.45, 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: Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.

F4: 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 the vesting date, 316 shares will vest on October 1, 2024.

F5: 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, 933 shares will vest on October 1, 2024, an aggregate amount of 1,049 shares will vest in substantially equal quarterly amounts commencing January 1, 2025, and an aggregate amount of 1,306 shares will vest in substantially equal quarterly amounts commencing January 1, 2026.

F6: 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, 493 shares will vest on each of October 1, 2024 and January 1, 2025, 494 shares will vest on April 1, 2025, an aggregate amount of 723 shares will vest in substantially equal quarterly amounts commencing July 1, 2025, and an aggregate amount of 729 shares will vest in substantially equal quarterly amounts commencing July 1, 2026.

F7: These RSUs, which were granted on June 14, 2024, vest upon the satisfaction of a service condition and have no expiration date. The service condition was fully satisfied on July 1, 2024.