Michael W. Choe - 17 May 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
17 May 2022
Net transactions value
+$25,245,100
Form type
4
Filing time
19 May 2022, 20:31:28 UTC
Previous filing
07 Mar 2022
Next filing
23 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 $1,745,100 +35,000 +30% $49.86 150,160 19 May 2022 Direct F1
holding W Class A Common Stock 8,887 17 May 2022 By trust F2

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 0.625% Convertible Senior Notes due 2025 Purchase $4,500,000 $26,500,000 17 May 2022 Class A Common Stock 10,787 Footnote F3, F4
transaction W 0.625% Convertible Senior Notes due 2025 Purchase $1,500,000 $28,000,000 17 May 2022 Class A Common Stock 3,596 Footnote F3, F4
transaction W 1.00% Convertible Senior Notes due 2026 Purchase $3,000,000 $17,000,000 17 May 2022 Class A Common Stock 20,205 Footnote F4, F5
transaction W 1.00% Convertible Senior Notes due 2026 Purchase $2,500,000 $19,500,000 17 May 2022 Class A Common Stock 16,837 Footnote F4, F5
transaction W 1.00% Convertible Senior Notes due 2026 Purchase $3,000,000 $22,500,000 18 May 2022 Class A Common Stock 20,205 Footnote F4, F5
transaction W 1.00% Convertible Senior Notes due 2026 Purchase $3,000,000 $25,500,000 18 May 2022 Class A Common Stock 20,205 Footnote F4, F5
transaction W 1.00% Convertible Senior Notes due 2026 Purchase $2,000,000 $27,500,000 18 May 2022 Class A Common Stock 13,470 Footnote F4, F5
transaction W 0.625% Convertible Senior Notes due 2025 Purchase $3,000,000 $31,000,000 18 May 2022 Class A Common Stock 7,192 Footnote F3, F4
transaction W 0.625% Convertible Senior Notes due 2025 Purchase $1,000,000 $32,000,000 18 May 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 The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $49.795 to $49.88, 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 purchased at each separate price within the ranges set forth in this footnote.
F2 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.
F3 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.
F4 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.
F5 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.