Thomas Netzer - 15 Dec 2021 Form 4 Insider Report for Wayfair Inc. (W)

Role: Chief Operating Officer
Signature: /s/ Enrique Colbert, Attorney-in-fact for Thomas Netzer
Issuer symbol: W
Transactions as of: 15 Dec 2021
Net transactions value: -$127,758
Form type: 4
Filing time: 17 Dec 2021, 19:19:40 UTC
Previous filing: 03 Nov 2021
Next filing: 02 Feb 2022
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	Options Exercise	$0	+1,386	+4.2%	$0.000000	34,151	15 Dec 2021	Direct
transaction	W	Class A Common Stock	Sale	$10,131	-55	-0.16%	$184.20	34,096	17 Dec 2021	Direct	F1
transaction	W	Class A Common Stock	Sale	$15,036	-81	-0.24%	$185.63	34,015	17 Dec 2021	Direct	F1, F2
transaction	W	Class A Common Stock	Sale	$61,257	-328	-0.96%	$186.76	33,687	17 Dec 2021	Direct	F1, F3
transaction	W	Class A Common Stock	Sale	$41,334	-220	-0.65%	$187.88	33,467	17 Dec 2021	Direct	F1, 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	Restricted Stock Units ("RSUs")	Options Exercise	$0	-1,386	-6.4%	$0.000000	20,299	15 Dec 2021	Class A Common Stock	1,386		Direct	F5, F6

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

Explanation of Responses:

Id	Content
F1	Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the RSUs listed in Table II and does not represent a discretionary trade by the reporting person.
F2	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $185.26 to $185.81, inclusive. The reporting person undertakes to provide to Wayfair Inc., any security holder of Wayfair Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
F3	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $186.31 to $187.26, inclusive. The reporting person undertakes to provide to Wayfair Inc., any security holder of Wayfair Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
F4	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $187.68 to $188.66, inclusive. The reporting person undertakes to provide to Wayfair Inc., any security holder of Wayfair Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
F5	Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.
F6	These RSUs vest upon the satisfaction of a service condition and have no expiration date. The service condition is partially satisfied on March 15, 2021 with respect to 299 shares and as to varying amounts of additional shares for every three months of continuous service thereafter over a period of five years.