Michael W. Choe - 03 Mar 2022 Form 4 Insider Report for Wayfair Inc. (W)

Role: Director
Signature: /s/ Stephanie Pare Sullivan, Attorney-in-Fact
Issuer symbol: W
Transactions as of: 03 Mar 2022
Net transactions value: +$23,222,400
Form type: 4
Filing time: 07 Mar 2022, 20:02:18 UTC
Previous filing: 02 Mar 2022
Next filing: 19 May 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	W	Class A Common Stock	Purchase	$1,222,400	+10,000	+9.5%	$122.24	115,160	03 Mar 2022	Direct
holding	W	Class A Common Stock						8,887	03 Mar 2022	By trust	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	W	1.00% Convertible Senior Notes due 2026	Purchase	$2,000,000				$4,000,000	03 Mar 2022	Class A Common Stock	13,470		Footnote	F2, F3
transaction	W	1.00% Convertible Senior Notes due 2026	Purchase	$1,000,000				$5,000,000	03 Mar 2022	Class A Common Stock	6,735		Footnote	F2, F3
transaction	W	1.00% Convertible Senior Notes due 2026	Purchase	$1,000,000				$6,000,000	03 Mar 2022	Class A Common Stock	6,735		Footnote	F2, F3
transaction	W	1.00% Convertible Senior Notes due 2026	Purchase	$1,000,000				$7,000,000	03 Mar 2022	Class A Common Stock	6,735		Footnote	F2, F3
transaction	W	1.00% Convertible Senior Notes due 2026	Purchase	$1,000,000				$8,000,000	03 Mar 2022	Class A Common Stock	6,735		Footnote	F2, F3
transaction	W	0.625% Convertible Senior Notes due 2025	Purchase	$2,000,000				$14,000,000	04 Mar 2022	Class A Common Stock	4,794		Footnote	F3, F4
transaction	W	1.00% Convertible Senior Notes due 2026	Purchase	$1,000,000				$9,000,000	04 Mar 2022	Class A Common Stock	6,735		Footnote	F2, F3
transaction	W	1.00% Convertible Senior Notes due 2026	Purchase	$1,000,000				$10,000,000	04 Mar 2022	Class A Common Stock	6,735		Footnote	F2, F3
transaction	W	0.625% Convertible Senior Notes due 2025	Purchase	$6,000,000				$20,000,000	07 Mar 2022	Class A Common Stock	14,383		Footnote	F3, F4
transaction	W	1.00% Convertible Senior Notes due 2026	Purchase	$2,000,000				$12,000,000	07 Mar 2022	Class A Common Stock	13,470		Footnote	F2, F3
transaction	W	1.00% Convertible Senior Notes due 2026	Purchase	$2,000,000				$14,000,000	07 Mar 2022	Class A Common Stock	13,470		Footnote	F2, F3
transaction	W	0.625% Convertible Senior Notes due 2025	Purchase	$1,000,000				$21,000,000	07 Mar 2022	Class A Common Stock	2,397		Footnote	F3, F4
transaction	W	0.625% Convertible Senior Notes due 2025	Purchase	$1,000,000				$22,000,000	07 Mar 2022	Class A Common Stock	2,397		Footnote	F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Shares held by the Choe Family 2014 Irrevocable Gifting Trust. The Reporting Person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest, if any, therein.
F2	The 1.00% Convertible Senior Notes due 2026 (the "2026 Notes") are convertible on and after May 15, 2026. Prior to May 15, 2026, the 2026 Notes are only convertible upon the occurrence of certain specified events. The current conversion rate is 6.7349 shares of the Company's Class A common stock per $1,000 principal amount of Notes (equivalent to a conversion price of approximately $148.48 per share of the Company's Class A common stock). The conversion rate is subject to adjustment upon the occurrence of certain specified events. The 2026 Notes mature on August 15, 2026.
F3	The Reporting Person is a Managing Director, Chief Executive Officer and member of the investment committee of Charlesbank Capital Partners, LLC, which is ultimate general partner or managing member of the investment vehicles that directly hold the securities reported herein. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein.
F4	The 0.625% Convertible Senior Notes due 2025 (the "2025 Notes") are convertible on and after July 1, 2025. Prior to July 1, 2025, the 2025 Notes are only convertible upon the occurrence of certain specified events. The current conversion rate is 2.3972 shares of the Issuer's Class A common stock per $1,000 principal amount of 2025 Notes (equivalent to a conversion price of approximately $417.15 per share of the Issuer's Class A common stock). The conversion rate is subject to adjustment upon the occurrence of certain specified events. The 2025 Notes mature on October 1, 2025.