Thomas Netzer - May 17, 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 17, 2023
Transactions value $: $0
Form type: 4
Date filed: 5/19/2023, 06:52 PM
Previous filing: May 3, 2023
Next filing: Jun 9, 2023

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")	Award	$0	+39.3K		$0.00	39.3K	May 17, 2023	Class A Common Stock	39.3K		Direct	F1, F2

* 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	Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.
F2	These RSUs vest upon the satisfaction of a service condition and have no expiration date. The service condition is fully satisfied on July 1, 2023.