Michael W. Choe - 06 Sep 2023 Form 4 Insider Report for Wayfair Inc. (W)

Role
Director
Signature
/s/ Jerome McCluskey, Attorney-in-Fact
Issuer symbol
W
Transactions as of
06 Sep 2023
Net transactions value
-$132,000,000
Form type
4
Filing time
07 Sep 2023, 17:08:04 UTC
Previous filing
19 May 2023
SEC
View on sec.gov

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 Sale $39,000,000 $0 06 Sep 2023 Class A Common Stock 93,491 Footnote F1, F2
transaction W 1.00% Convertible Senior Notes due 2026 Sale $10,000,000 $83,000,000 06 Sep 2023 Class A Common Stock 67,349 Footnote F2, F3
transaction W 1.00% Convertible Senior Notes due 2026 Sale $83,000,000 $0 06 Sep 2023 Class A Common Stock 558,997 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.