MICHAEL D. FLEISHER - 15 Jul 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 Jul 2022
Net transactions value: -$317,148
Form type: 4
Filing time: 19 Jul 2022, 20:44:48 UTC
Previous filing: 14 Jun 2022
Next filing: 18 Oct 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	+23%	$0.000000	72,538	15 Jul 2022	Direct
transaction	W	Class A Common Stock	Sale	$31,828	-602	-0.83%	$52.87	71,936	18 Jul 2022	Direct	F1
transaction	W	Class A Common Stock	Sale	$285,321	-5,272	-7.3%	$54.12	66,664	18 Jul 2022	Direct	F1, F2
holding	W	Class A Common Stock						20,000	15 Jul 2022	By Grantor Retained Annuity Trust	F3
holding	W	Class A Common Stock						25,200	15 Jul 2022	By Grantor Retained Annuity Trust	F3
holding	W	Class A Common Stock						20,000	15 Jul 2022	By Grantor Retained Annuity Trust	F3

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	-33%	$0.000000	27,500	15 Jul 2022	Class A Common Stock	13,750		Direct	F4, F5

* 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 $53.89 to $54.38, 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 shares are held in 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.
F4	Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.
F5	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.