| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | W | Class A Common Stock | Options Exercise | $0 | +5.05K | +5.8% | $0.00 | 92.1K | Apr 1, 2023 | Direct | |
| transaction | W | Class A Common Stock | Options Exercise | $0 | +6.64K | +7.2% | $0.00 | 98.8K | Apr 1, 2023 | Direct | |
| transaction | W | Class A Common Stock | Sale | -$125K | -3.54K | -3.59% | $35.27 | 95.2K | Apr 4, 2023 | Direct | F1, F2 |
| transaction | W | Class A Common Stock | Sale | -$50.4K | -1.4K | -1.47% | $35.95 | 93.8K | Apr 4, 2023 | Direct | F1, F3 |
| 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 | -5.05K | -11.93% | $0.00 | 37.3K | Apr 1, 2023 | Class A Common Stock | 5.05K | Direct | F4, F5 | |
| transaction | W | Restricted Stock Unit ("RSUs") | Options Exercise | $0 | -6.64K | -100% | $0.00* | 0 | Apr 1, 2023 | Class A Common Stock | 6.64K | Direct | F4, F6 |
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).
| 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 $34.89 to $35.58, 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 $35.60 to $36.16, 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 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 5,051 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, 17,639 shares will vest in substantially equal quarterly amounts commencing July 1, 2023, 11,555 shares will vest in substantially equal quarterly amounts commencing July 1, 2024, 3,321 shares will vest in substantially equal quarterly amounts commencing July 1, 2025, and 4,795 shares will vest in substantially equal quarterly amounts commencing July 1, 2026. |
| F6 | 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 6,638 shares and vested in equal amounts thereafter for every subsequent month of continuous service for a period of five months. |