Michael W. Choe - May 17, 2022 Form 4 Insider Report for Wayfair Inc. (W)

Role
Director
Signature
/s/ Stephanie Pare Sullivan, Attorney-in-Fact
Stock symbol
W
Transactions as of
May 17, 2022
Transactions value $
$25,245,100
Form type
4
Date filed
5/19/2022, 08:31 PM
Previous filing
Mar 7, 2022
Next filing
May 23, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction W Class A Common Stock Purchase $1.75M +35K +30.39% $49.86 150K May 19, 2022 Direct F1
holding W Class A Common Stock 8.89K May 17, 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 $4.5M $26.5M May 17, 2022 Class A Common Stock 10.8K Footnote F3, F4
transaction W 0.625% Convertible Senior Notes due 2025 Purchase $1.5M $28M May 17, 2022 Class A Common Stock 3.6K Footnote F3, F4
transaction W 1.00% Convertible Senior Notes due 2026 Purchase $3M $17M May 17, 2022 Class A Common Stock 20.2K Footnote F4, F5
transaction W 1.00% Convertible Senior Notes due 2026 Purchase $2.5M $19.5M May 17, 2022 Class A Common Stock 16.8K Footnote F4, F5
transaction W 1.00% Convertible Senior Notes due 2026 Purchase $3M $22.5M May 18, 2022 Class A Common Stock 20.2K Footnote F4, F5
transaction W 1.00% Convertible Senior Notes due 2026 Purchase $3M $25.5M May 18, 2022 Class A Common Stock 20.2K Footnote F4, F5
transaction W 1.00% Convertible Senior Notes due 2026 Purchase $2M $27.5M May 18, 2022 Class A Common Stock 13.5K Footnote F4, F5
transaction W 0.625% Convertible Senior Notes due 2025 Purchase $3M $31M May 18, 2022 Class A Common Stock 7.19K Footnote F3, F4
transaction W 0.625% Convertible Senior Notes due 2025 Purchase $1M $32M May 18, 2022 Class A Common Stock 2.4K 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.