Michael W. Choe - May 17, 2023 Form 4 Insider Report for Wayfair Inc. (W)

Role
Director
Signature
/s/ Enrique Colbert, Attorney-in-fact for Michael W. Choe
Stock symbol
W
Transactions as of
May 17, 2023
Transactions value $
$0
Form type
4
Date filed
5/19/2023, 06:55 PM
Previous filing
Mar 8, 2023
Next filing
Sep 7, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction W Class A Common Stock Award $0 +7.02K +4.54% $0.00 162K May 17, 2023 Direct F1, F2
holding W Class A Common Stock 8.89K May 17, 2023 By trust F3
* 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 These shares of Class A Common Stock are issuable upon vesting of a restricted stock unit ("RSU"). The RSU vests upon the satisfaction of a service condition over a one year period commencing on May 1, 2023. The service condition is satisfied as to one fourth of the shares for each three-month period of continuous service thereafter.
F2 Pursuant to the Limited Partnership Agreements of Charlesbank Equity Fund IX, Limited Partnership, and certain affiliated funds (the "Funds"), proceeds received in connection with shares issuable upon vesting of the RSU will be allocated to the Funds.
F3 Shares held by the Choe Family 2014 Irrevocable Gifting Trust. The Reporting Person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest, if any, therein.