Fiona Tan - 01 Jan 2023 Form 4 Insider Report for Wayfair Inc. (W)

Role: Chief Technology Officer
Signature: Enrique Colbert, Attorney-In-Fact for Fiona Tan
Issuer symbol: W
Transactions as of: 01 Jan 2023
Net transactions value: -$248,429
Form type: 4
Filing time: 04 Jan 2023, 18:44:21 UTC
Previous filing: 05 Dec 2022
Next filing: 03 Feb 2023
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	+3,822	+11%	$0.000000	38,467	01 Jan 2023	Direct
transaction	W	Class A Common Stock	Options Exercise	$0	+6,376	+17%	$0.000000	44,843	01 Jan 2023	Direct
transaction	W	Class A Common Stock	Options Exercise	$0	+4,500	+10%	$0.000000	49,343	01 Jan 2023	Direct
transaction	W	Class A Common Stock	Sale	$248,429	-7,418	-15%	$33.49	41,925	04 Jan 2023	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	-3,822	-12%	$0.000000	27,926	01 Jan 2023	Class A Common Stock	3,822		Direct	F3, F4
transaction	W	Restricted Stock Unit ("RSU")	Options Exercise	$0	-6,376	-25%	$0.000000	19,128	01 Jan 2023	Class A Common Stock	6,376		Direct	F3, F5
transaction	W	Restricted Stock Unit ("RSU")	Options Exercise	$0	-4,500	-25%	$0.000000	13,500	01 Jan 2023	Class A Common Stock	4,500		Direct	F3, 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 $32.93 to $33.75, 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 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.
F5	These RSUs vest upon the satisfaction of a service condition and have no expiration date. The service condition is satisfied as to 1/6th of the shares on November 1, 2022 and as to an additional 1/6th of the shares for every one month of continuous service thereafter.
F6	These RSUs vest upon the satisfaction of a service condition and have no expiration date. The service condition is partially satisfied as to 4,500 shares on January 1, 2023 and an additional 4,500 shares for every three months of continuous service for one year.