Thomas Netzer - May 1, 2023 Form 4 Insider Report for Wayfair Inc. (W)

Role
Chief Operating Officer
Signature
/s/ Enrique Colbert, Attorney-in-fact for Thomas Netzer
Stock symbol
W
Transactions as of
May 1, 2023
Transactions value $
-$90,177
Form type
4
Date filed
5/3/2023, 06:58 PM
Previous filing
Apr 4, 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 +6K +6.39% $0.00 99.8K May 1, 2023 Direct
transaction W Class A Common Stock Sale -$21.6K -713 -0.71% $30.33 99.1K May 2, 2023 Direct F1, F2
transaction W Class A Common Stock Sale -$68.6K -2.2K -2.22% $31.16 96.9K May 2, 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 -6K -100% $0.00* 0 May 1, 2023 Class A Common Stock 6K Direct F4, F5
* 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 $29.91 to $30.89, 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 $30.91 to $31.51, 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.
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 May 16, 2018, vest upon the satisfaction of a service condition and have no expiration date. The service condition was initially partially satisfied on May 1, 2019 as to 6,000 shares and vested in equal amounts thereafter for every three months of continuous service for a period of four years.