Niraj Shah - Nov 19, 2021 Form 4/A - Amendment Insider Report for Wayfair Inc. (W)

Role
Chief Executive Officer, Director, 10%+ Owner
Signature
/s/ Enrique Colbert, Attorney-in-fact for Niraj Shah
Stock symbol
W
Transactions as of
Nov 19, 2021
Transactions value $
$0
Form type
4/A - Amendment
Date filed
11/26/2021, 06:53 PM
Date Of Original Report
Nov 22, 2021
Next filing
Dec 3, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction W Class A Common Stock Conversion of derivative security $0 +435K +1087.5% $0.00 475K Nov 19, 2021 Direct F1
transaction W Class A Common Stock Gift $0 -38K -8% $0.00 437K Nov 19, 2021 Direct F2
transaction W Class A Common Stock Gift $0 -77K -17.62% $0.00 360K Nov 19, 2021 Direct F3
holding W Class A Common Stock 22.9K Nov 19, 2021 See Footnote F4

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 Class B Common Stock Conversion of derivative security $0 -435K -3.81% $0.00 11M Nov 19, 2021 Class A Common Stock 435K Direct F1
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock and has no expiration date. In addition, each share of Class B Common Stock will automatically convert into one share of Class A Common Stock (a) upon transfer thereof, subject to certain exceptions, (b) upon the date on which the outstanding shares of Class B Common Stock represent less than 10% of the aggregate number of shares of the then outstanding Class A Common Stock and Class B Common Stock, or (c) in the event that holders of at least 66 2/3% of the then outstanding shares of Class B Common Stock elect to convert all shares of Class B Common Stock into shares of Class A Common Stock. On November 19, 2021, the reporting person voluntarily converted 435,000 shares of his Class B Common Stock into Class A Common Stock.
F2 These shares were transferred to a donor advised charitable trust.
F3 These shares were transferred to the Shah Charitable Foundation.
F4 Represents shares directly owned by SK Ventures LLC, of which the reporting person is a member and may be deemed to be a beneficial owner.

Remarks:

The original Form 4 for this reporting person inadvertently understated the number of shares converted by the reporting person by 115,000 shares. This Form 4 corrects the errors caused by such understatement in (i) Columns 4 and 5 of Table I and (ii) Columns 5, 7 and 9 of Table II in the original filing.