Kate Gulliver - Jan 1, 2023 Form 4 Insider Report for Wayfair Inc. (W)

Role
CFO and Chief Admin Officer
Signature
Enrique Colbert, Attorney-In-Fact for Kate Gulliver
Stock symbol
W
Transactions as of
Jan 1, 2023
Transactions value $
-$105,569
Form type
4
Date filed
1/4/2023, 06:45 PM
Previous filing
Dec 5, 2022
Next filing
Feb 3, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction W Class A Common Stock Options Exercise $0 +749 +4.26% $0.00 18.3K Jan 1, 2023 Direct
transaction W Class A Common Stock Options Exercise $0 +502 +2.74% $0.00 18.8K Jan 1, 2023 Direct
transaction W Class A Common Stock Options Exercise $0 +710 +3.77% $0.00 19.5K Jan 1, 2023 Direct
transaction W Class A Common Stock Options Exercise $0 +1.81K +9.27% $0.00 21.4K Jan 1, 2023 Direct
transaction W Class A Common Stock Options Exercise $0 +2.93K +13.7% $0.00 24.3K Jan 1, 2023 Direct
transaction W Class A Common Stock Sale -$106K -3.18K -13.08% $33.25 21.1K Jan 4, 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 -749 -13.57% $0.00 4.77K Jan 1, 2023 Class A Common Stock 749 Direct F3, F4
transaction W Restricted Stock Unit ("RSU") Options Exercise $0 -502 -14.99% $0.00 2.85K Jan 1, 2023 Class A Common Stock 502 Direct F3, F5
transaction W Restricted Stock Unit ("RSU") Options Exercise $0 -710 -8.35% $0.00 7.8K Jan 1, 2023 Class A Common Stock 710 Direct F3, F6
transaction W Restricted Stock Unit ("RSU") Options Exercise $0 -1.81K -16.18% $0.00 9.38K Jan 1, 2023 Class A Common Stock 1.81K Direct F3, F7
transaction W Restricted Stock Unit ("RSU") Options Exercise $0 -2.93K -25% $0.00 8.77K Jan 1, 2023 Class A Common Stock 2.93K Direct F3, F8
* 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 $33.00 to $33.51, 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 were granted in multiple awards on November 5, 2019, which vest upon the satisfaction of a service condition and have no expiration date. The service condition is partially satisfied with respect to an aggregate of 2,998 shares that vest in four substantially equal amounts commencing on January 1, 2023 and for every three months of continuous service thereafter, and as to an aggregate of 2,522 that vest in four substantially equal amounts commencing on January 1, 2024 and for every three months of continuous service thereafter.
F5 These RSUs were granted in multiple awards on November 12, 2020, which vest upon the satisfaction of a service condition and have no expiration date. The service condition is partially satisfied with respect to an aggregate of 2,010 shares that vest in four substantially equal amounts commencing on January 1, 2023 and for every three months of continuous service thereafter, and as to an aggregate of 1,340 shares that vest in four substantially equal amounts commencing on January 1, 2025 and for every three months of continuous service thereafter.
F6 These RSUs were granted in multiple awards on November 11, 2021, which vest upon the satisfaction of a service condition and have no expiration date. The service condition is partially satisfied with respect to (i) an aggregate of 2,842 shares that vest in four substantially equal amounts commencing on January 1, 2023 and for every three months of continuous service thereafter, (ii) an aggregate of 3,376 shares that vest in four substantially equal amounts commencing on January 1, 2024 and for every three months of continuous service thereafter, (iii) an aggregate of 723 shares that vest in four substantially equal amounts commencing on January 1, 2025 and for every three months of continuous service thereafter, and (iv) an aggregate of 1,567 shares that vest in four substantially equal amounts commencing on January 1, 2026 and for every three months of continuous service thereafter.
F7 These RSUs were granted in multiple awards on April 18, 2022, which vest upon the satisfaction of a service condition and have no expiration date. The service condition is partially satisfied on January 1, 2023 with respect to 1,811 shares and as to varying amounts of additional shares for every three months of continuous service thereafter over a period of five years.
F8 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.