Niraj Shah - 19 Nov 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
Issuer symbol
W
Transactions as of
19 Nov 2021
Net transactions value
$0
Form type
4/A - Amendment
Filing time
26 Nov 2021, 18:53:58 UTC
Date Of Original Report
22 Nov 2021
Next filing
03 Dec 2021
SEC
View on sec.gov

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 +435,000 +1088% $0.000000 475,000 19 Nov 2021 Direct F1
transaction W Class A Common Stock Gift $0 -38,000 -8% $0.000000 437,000 19 Nov 2021 Direct F2
transaction W Class A Common Stock Gift $0 -77,000 -18% $0.000000 360,000 19 Nov 2021 Direct F3
holding W Class A Common Stock 22,857 19 Nov 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 -435,000 -3.8% $0.000000 10,990,996 19 Nov 2021 Class A Common Stock 435,000 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.