Kate Gulliver - Apr 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
Apr 1, 2023
Transactions value $
-$233,058
Form type
4
Date filed
4/4/2023, 09:26 PM
Previous filing
Mar 3, 2023
Next filing
May 19, 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 +750 +3.09% $0.00 25K Apr 1, 2023 Direct
transaction W Class A Common Stock Options Exercise $0 +503 +2.01% $0.00 25.5K Apr 1, 2023 Direct
transaction W Class A Common Stock Options Exercise $0 +711 +2.79% $0.00 26.2K Apr 1, 2023 Direct
transaction W Class A Common Stock Options Exercise $0 +1.81K +6.9% $0.00 28K Apr 1, 2023 Direct
transaction W Class A Common Stock Options Exercise $0 +2.93K +10.43% $0.00 31K Apr 1, 2023 Direct
transaction W Class A Common Stock Options Exercise $0 +6.73K +21.73% $0.00 37.7K Apr 1, 2023 Direct
transaction W Class A Common Stock Sale -$157K -4.46K -11.82% $35.22 33.2K Apr 4, 2023 Direct F1, F2
transaction W Class A Common Stock Sale -$76.2K -2.13K -6.39% $35.82 31.1K Apr 4, 2023 Direct F1, 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 Unit ("RSU") Options Exercise $0 -750 -15.72% $0.00 4.02K Apr 1, 2023 Class A Common Stock 750 Direct F4, F5
transaction W Restricted Stock Unit ("RSU") Options Exercise $0 -503 -17.66% $0.00 2.35K Apr 1, 2023 Class A Common Stock 503 Direct F4, F6
transaction W Restricted Stock Unit ("RSU") Options Exercise $0 -711 -9.12% $0.00 7.09K Apr 1, 2023 Class A Common Stock 711 Direct F4, F7
transaction W Restricted Stock Unit ("RSU") Options Exercise $0 -1.81K -19.3% $0.00 7.57K Apr 1, 2023 Class A Common Stock 1.81K Direct F4, F8
transaction W Restricted Stock Unit ("RSU") Options Exercise $0 -2.93K -100% $0.00* 0 Apr 1, 2023 Class A Common Stock 2.93K Direct F4, F9
transaction W Restricted Stock Units ("RSUs") Options Exercise $0 -6.73K -27.29% $0.00 17.9K Apr 1, 2023 Class A Common Stock 6.73K Direct F4, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 Represents the number of shares sold by Wayfair Inc. on behalf of the reporting person, which sale is mandatory pursuant to Wayfair Inc.'s policies to cover necessary tax withholding obligations in connection with the vesting of the RSUs listed in Table II. Such sales do 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 $34.94 to $35.50, 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.53 to $36.13, 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 Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.
F5 These RSUs, which were granted on November 5, 2019, vest upon the satisfaction of a service condition and have no expiration date. With respect to the number of shares that have not vested, subject to continued service on each applicable vesting date, 1,499 shares will vest in substantially equal quarterly amounts commencing July 1, 2023, and 2,522 shares will vest in substantially equal quarterly amounts commencing January 1, 2024.
F6 These RSUs, which were granted on November 12, 2020, vest upon the satisfaction of a service condition and have no expiration date. With respect to the number of shares that have not vested, subject to continued service on each applicable vesting date, 1,005 shares will vest in substantially equal quarterly amounts commencing July 1, 2023, and 1,340 shares will vest in equal quarterly amounts commencing January 1, 2025.
F7 These RSUs, which were granted on November 11, 2021, vest upon the satisfaction of a service condition and have no expiration date. With respect to the number of shares that have not vested, subject to continued service on each applicable vesting date, 1,421 shares will vest in equal quarterly amounts commencing July 1, 2023, 3,376 shares will vest in substantially equal quarterly amounts commencing January 1, 2024, 723 shares will vest in substantially equal quarterly amounts commencing January 1, 2025, and 1,567 shares will vest in substantially equal quarterly amounts commencing on January 1, 2026.
F8 These RSUs, which were granted on April 18, 2022, vest upon the satisfaction of a service condition and have no expiration date. The service condition was initially partially satisfied on July 1, 2022 as to 1,811 shares and vest as to varying amounts thereafter for every subsequent three months of continuous service over a period of five years. With respect to the number of shares that have not vested, subject to continued service on each applicable vesting date, 3,481 shares will vest in substantially equal quarterly amounts commencing July 1, 2023, 2,346 shares will vest in substantially equal quarterly amounts commencing July 1, 2024, 868 shares will vest in equal quarterly amounts commencing July 1, 2025, and 875 shares will vest in substantially equal quarterly amounts commencing July 1, 2026.
F9 These RSUs, which were granted on October 17, 2022, vest upon the satisfaction of a service condition and have no expiration date. The service condition was initially partially satisfied on November 1, 2022 as to 2,924 shares and vested in equal amounts thereafter for every subsequent month of continuous service for a period of five months.
F10 These RSUs, which were granted on February 1, 2023, vest upon the satisfaction of a service condition and have no expiration date. The service condition was initially partially satisfied on April 1, 2023 as to 6,731 shares and vest as to varying amounts thereafter for every subsequent three months of continuous service over a period of four years. With respect to the number of shares that have not vested, subject to continued service on each applicable vesting date, 8,334 shares will vest in substantially equal quarterly amounts commencing July 1, 2023, 5,556 shares will vest in equal quarterly amounts commencing July 1, 2024, 2,336 shares will vest in equal quarterly amounts commencing July 1, 2025, and 1,712 shares will vest in equal quarterly amounts commencing July 1, 2026.