Thomas Netzer - 01 Oct 2023 Form 4 Insider Report for Wayfair Inc. (W)

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
03 Oct 2023, 20:58:42 UTC
Prior SEC filing
22 Sep 2023
Next SEC filing
19 Dec 2023
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Enrique Colbert, Attorney-in-fact for Thomas Netzer

Key filing fact

Thomas Netzer filed Form 4 for Wayfair Inc. (W) on 03 Oct 2023.

Key facts

  • This page summarizes Thomas Netzer's Form 4 filing for Wayfair Inc. (W).
  • 10 reported transactions and 2 derivative rows are listed below.
  • Accepted by SEC: 03 Oct 2023, 20:58.

Change

  • Previous filing in this sequence was filed on 22 Sep 2023.
  • Current net transaction value: -$695,190.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

W transaction

Class A Common Stock

Options Exercise

Transaction value
$0
Shares
+4,410
Change %
+4.2%
Price
$0.000000
Shares after
109,878
Date
01 Oct 2023
Ownership
Direct
W transaction

Class A Common Stock

Options Exercise

Transaction value
$0
Shares
+19,869
Change %
+18%
Price
$0.000000
Shares after
129,747
Date
01 Oct 2023
Ownership
Direct
W transaction

Class A Common Stock

Sale

Transaction value
$178,872
Shares
-3,197
Change %
-2.5%
Price
$55.95
Shares after
126,550
Date
03 Oct 2023
Ownership
Direct
Footnotes
F1, F2
W transaction

Class A Common Stock

Sale

Transaction value
$200,808
Shares
-3,531
Change %
-2.8%
Price
$56.87
Shares after
123,019
Date
03 Oct 2023
Ownership
Direct
Footnotes
F1, F3
W transaction

Class A Common Stock

Sale

Transaction value
$208,582
Shares
-3,625
Change %
-2.9%
Price
$57.54
Shares after
119,394
Date
03 Oct 2023
Ownership
Direct
Footnotes
F1, F4
W transaction

Class A Common Stock

Sale

Transaction value
$23,664
Shares
-400
Change %
-0.34%
Price
$59.16
Shares after
118,994
Date
03 Oct 2023
Ownership
Direct
Footnotes
F1, F5
W transaction

Class A Common Stock

Sale

Transaction value
$44,670
Shares
-745
Change %
-0.63%
Price
$59.96
Shares after
118,249
Date
03 Oct 2023
Ownership
Direct
Footnotes
F1, F6
W transaction

Class A Common Stock

Sale

Transaction value
$38,593
Shares
-626
Change %
-0.53%
Price
$61.65
Shares after
117,623
Date
03 Oct 2023
Ownership
Direct
Footnotes
F1, F7

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

W transaction Derivative

Restricted Stock Units ("RSUs")

Options Exercise

Transaction value
$0
Shares
-4,410
Change %
-13%
Price
$0.000000
Shares after
28,491
Date
01 Oct 2023
Ownership
Direct
Underlying class
Class A Common Stock
Underlying amount
4,410
Exercise price
Footnotes
F8, F9
W transaction Derivative

Restricted Stock Unit ("RSUs")

Options Exercise

Transaction value
$0
Shares
-19,869
Change %
-100%
Price
$0.000000*
Shares after
0
Date
01 Oct 2023
Ownership
Direct
Underlying class
Class A Common Stock
Underlying amount
19,869
Exercise price
Footnotes
F8, F10
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Rule 10b5-1 trading plan

These transactions were reported as open-market trades under a Rule 10b5-1 plan. The plan lets an insider set trading instructions in advance, which can reduce the risk of trading while in possession of material nonpublic information.

Original filing language: transaction made pursuant to a contract, instruction, or written plan intended to satisfy Rule 10b5-1(c).

Explanation of responses 10 footnotes

Footnote 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.

Footnote F2

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.30 to $56.28, 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.

Footnote F3

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $56.30 to $57.29, 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.

Footnote F4

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.32 to $57.99, 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.

Footnote F5

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.53 to $59.49, 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.

Footnote F6

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.56 to $60.35, 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.

Footnote F7

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.23 to $61.98, 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.

Footnote F8

Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.

Footnote F9

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, 4,410 shares will vest on each of January 1, 2024 and April 1, 2024, 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.

Footnote F10

These RSUs, which were granted on September 20, 2023, vest upon the satisfaction of a service condition and have no expiration date. The service condition was fully satisfied on October 1, 2023.

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