MICHAEL D. FLEISHER - 15 Apr 2022 Form 4 Insider Report for Wayfair Inc. (W)

Role
Chief Financial Officer
Signature
/s/ Enrique Colbert, Attorney-in-Fact for Michael D. Fleisher
Issuer symbol
W
Transactions as of
15 Apr 2022
Net transactions value
-$622,113
Form type
4
Filing time
19 Apr 2022, 20:52:33 UTC
Previous filing
19 Jan 2022
Next filing
06 Jun 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 +13,750 +27% $0.000000 64,889 15 Apr 2022 Direct F1
transaction W Class A Common Stock Sale $39,398 -390 -0.6% $101.02 64,499 19 Apr 2022 Direct F2, F3
transaction W Class A Common Stock Sale $484,446 -4,756 -7.4% $101.86 59,743 19 Apr 2022 Direct F2, F4
transaction W Class A Common Stock Sale $98,270 -955 -1.6% $102.90 58,788 19 Apr 2022 Direct F2, F5
holding W Class A Common Stock 20,000 15 Apr 2022 By Grantor Retained Annuity Trust F6
holding W Class A Common Stock 25,200 15 Apr 2022 By Grantor Retained Annuity Trust F7
holding W Class A Common Stock 20,000 15 Apr 2022 By Grantor Retained Annuity Trust F8

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 -13,750 -25% $0.000000 41,250 15 Apr 2022 Class A Common Stock 13,750 Direct F9, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Excludes 65,200 shares previously owned directly by the reporting person that were contributed to grantor retained annuity trusts for the benefit of the reporting person's children.
F2 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.
F3 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.95 to $101.16, 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 $101.20 to $102.16, 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 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $102.49 to $103.41, 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.
F6 On March 3, 2022, 20,000 shares were contributed to one of three grantor retained annuity trusts for the benefit of the reporting person's children, of which the reporting person is trustee and sole annuitant. These shares were previously reported as directly beneficially owned by the reporting person.
F7 On March 3, 2022, 25,200 shares were contributed to one of three grantor retained annuity trusts for the benefit of the reporting person's children, of which the reporting person is trustee and sole annuitant. These shares were previously reported as directly beneficially owned by the reporting person.
F8 On March 3, 2022, 20,000 shares were contributed to one of three grantor retained annuity trusts for the benefit of the reporting person's children, of which the reporting person is trustee and sole annuitant. These shares were previously reported as directly beneficially owned by the reporting person.
F9 Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.
F10 These RSUs vest upon the satisfaction of a service condition and have no expiration date. The service condition is satisfied as to 1/20th of the shares on April 15, 2018 and as to an additional 1/20th of the shares for every three months of continuous service thereafter.