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Wayfair Inc. — Director's Dealing 2024
Apr 4, 2024
30599_dirs_2024-04-03_7b0ed45a-4229-4a9d-9fc7-8a22b93971a0.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: 2024-04-01
Reporting Person: Gulliver Kate (CFO and Chief Admin Officer)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2024-04-01 | Class A Common Stock | M | 844 | — | Acquired | 72171 | Direct |
| 2024-04-01 | Class A Common Stock | M | 871 | — | Acquired | 73042 | Direct |
| 2024-04-01 | Class A Common Stock | M | 2084 | — | Acquired | 75126 | Direct |
| 2024-04-01 | Class A Common Stock | M | 631 | — | Acquired | 75757 | Direct |
| 2024-04-01 | Class A Common Stock | M | 17494 | — | Acquired | 93251 | Direct |
| 2024-04-02 | Class A Common Stock | S | 1931 | $62.82 | Disposed | 91320 | Direct |
| 2024-04-02 | Class A Common Stock | S | 1765 | $63.38 | Disposed | 89555 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2024-04-01 | Restricted Stock Unit ("RSU") | $ | M | 844 | Disposed | Class A Common Stock (844) | Direct | |
| 2024-04-01 | Restricted Stock Unit ("RSU") | $ | M | 871 | Disposed | Class A Common Stock (871) | Direct | |
| 2024-04-01 | Restricted Stock Units ("RSUs") | $ | M | 2084 | Disposed | Class A Common Stock (2084) | Direct | |
| 2024-04-01 | Restricted Stock Unit ("RSU") | $ | M | 631 | Disposed | Class A Common Stock (631) | Direct | |
| 2024-04-01 | Restricted Stock Unit ("RSU") | $ | M | 17494 | Disposed | Class A Common Stock (17494) | 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 $62.16 to $63.13, 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 $63.16 to $63.69 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 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, 844 shares will vest on each of July 1, 2024 and October 1, 2024, an aggregate of 723 shares will vest in substantially equal quarterly amounts commencing January 1, 2025, and an aggregate of 1,567 shares will vest in substantially equal quarterly amounts commencing on January 1, 2026.
F6: These RSUs, which were granted 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, an aggregate of 2,346 shares will vest in substantially equal quarterly amounts commencing July 1, 2024, an aggregate of 868 shares will vest in equal quarterly amounts commencing July 1, 2025, and an aggregate of 875 shares will vest in substantially equal quarterly amounts commencing July 1, 2026.
F7: These RSUs, which were granted on February 1, 2023, 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, an aggregate of 5,556 shares will vest in equal quarterly amounts commencing July 1, 2024, an aggregate of 2,336 shares will vest in equal quarterly amounts commencing July 1, 2025, and an aggregate of 1,712 shares will vest in equal quarterly amounts commencing July 1, 2026.
F8: 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, 630 shares will vest on July 1, 2024, and 631 shares will vest on October 1, 2024.
F9: These RSUs, which were granted on March 21, 2024, vest upon the satisfaction of a service condition and have no expiration date. The service condition was fully satisfied on April 1, 2024.