Michael W. Choe - Mar 6, 2023 Form 4 Insider Report for Wayfair Inc. (W)

Role: Director
Signature: /s/ Jerome McCluskey, Attorney-in-Fact
Stock symbol: W
Transactions as of: Mar 6, 2023
Transactions value $: $15,000,000
Form type: 4
Date filed: 3/8/2023, 04:01 PM
Previous filing: Nov 30, 2022
Next filing: May 19, 2023

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

Type	Sym	Class	Transaction	Value $	Shares After	Date	Underlying Class	Amount	Ownership	Footnotes
transaction	W	1.00% Convertible Senior Notes due 2026	Purchase	$2.5M	$80.5M	Mar 6, 2023	Class A Common Stock	16.8K	Footnote	F1, F2
transaction	W	1.00% Convertible Senior Notes due 2026	Purchase	$2.5M	$83M	Mar 6, 2023	Class A Common Stock	16.8K	Footnote	F1, F2
transaction	W	1.00% Convertible Senior Notes due 2026	Purchase	$10M	$93M	Mar 7, 2023	Class A Common Stock	67.3K	Footnote	F1, F2

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

Explanation of Responses:

Id	Content
F1	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.
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.

Content

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.

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.