Fiona Tan - Oct 1, 2022 Form 4 Insider Report for Wayfair Inc. (W)

Role: Chief Technology Officer
Signature: Enrique Colbert, Attorney-In-Fact for Fiona Tan
Stock symbol: W
Transactions as of: Oct 1, 2022
Transactions value $: -$157,719
Form type: 4
Date filed: 10/4/2022, 07:49 PM
Previous filing: Jul 6, 2022
Next filing: Oct 18, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	W	Class A Common Stock	Options Exercise	$0	+5.5K	+23.55%	$0.00	28.9K	Oct 1, 2022	Direct
transaction	W	Class A Common Stock	Options Exercise	$0	+3.82K	+13.25%	$0.00	32.7K	Oct 1, 2022	Direct
transaction	W	Class A Common Stock	Sale	-$158K	-4.29K	-13.14%	$36.73	28.4K	Oct 4, 2022	Direct	F1, F2

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 Unit ("RSU")	Options Exercise	$0	-5.5K	-100%	$0.00^*	0	Oct 1, 2022	Class A Common Stock	5.5K		Direct	F3, F4
transaction	W	Restricted Stock Unit ("RSU")	Options Exercise	$0	-3.82K	-10.75%	$0.00	31.7K	Oct 1, 2022	Class A Common Stock	3.82K		Direct	F3, 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 $36.28 to $37.24, 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	Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.
F4	These RSUs vest upon the satisfaction of a service condition and have no expiration date. The service condition is partially satisfied on January 1, 2022 and as to (i) an additional 5,500 shares for every three months of continuous service thereafter for one year, (ii) 4,500 shares on January 1, 2023 and an additional 4,500 shares for every three months of continuous service for one year, and (iii) 3,500 shares on January 1, 2024 and an additional 3,500 shares for every three months of continuous service for one year.
F5	These RSUs vest upon the satisfaction of a service condition and have no expiration date. The service condition is partially satisfied on July 1, 2022 with respect to 3,822 shares and as to varying amounts of additional shares for every three months of continuous service thereafter over a period of five years.