Michael W. Choe - Nov 22, 2022 Form 4 Insider Report for Wayfair Inc. (W)

Role
Director
Signature
/s/ Jerome McCluskey, Attorney-in-Fact
Stock symbol
W
Transactions as of
Nov 22, 2022
Transactions value $
$6,000,000
Form type
4
Date filed
11/25/2022, 07:02 PM
Previous filing
May 31, 2022
Next filing
Nov 30, 2022

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 $2M $39M Nov 22, 2022 Class A Common Stock 4.79K Footnote F1, F2
transaction W 1.00% Convertible Senior Notes due 2026 Purchase $4M $31.5M Nov 23, 2022 Class A Common Stock 26.9K Footnote F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 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.