0000904454-22-000595.txt : 20221125 0000904454-22-000595.hdr.sgml : 20221125 20221125200250 ACCESSION NUMBER: 0000904454-22-000595 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221122 FILED AS OF DATE: 20221125 DATE AS OF CHANGE: 20221125 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Choe Michael W. CENTRAL INDEX KEY: 0001622174 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36666 FILM NUMBER: 221420958 MAIL ADDRESS: STREET 1: C/O CHARLESBANK CAPITAL PARTNERS STREET 2: 200 CLARENDON STREET, 54TH FLOOR CITY: BOSTON STATE: MA ZIP: 02109 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Wayfair Inc. CENTRAL INDEX KEY: 0001616707 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 364791999 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4 COPLEY PLACE CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617 532 6100 MAIL ADDRESS: STREET 1: 4 COPLEY PLACE CITY: BOSTON STATE: MA ZIP: 02116 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2022-11-22 0 0001616707 Wayfair Inc. W 0001622174 Choe Michael W. C/O CHARLESBANK CAPITAL PARTNERS, LLC 200 CLARENDON STREET, 54TH FLOOR BOSTON MA 02116 1 0 0 0 0.625% Convertible Senior Notes due 2025 2022-11-22 4 P 0 2000000 1295000 A Class A Common Stock 4794.4 39000000 I Footnote 1.00% Convertible Senior Notes due 2026 2022-11-23 4 P 0 4000000 2260000 A Class A Common Stock 26939.6 31500000 I Footnote The 0.625% Convertible Senior Notes due 2025 (the "2025 Notes") are convertible on and after July 1, 2025. Prior to July 1, 2025, the 2025 Notes are only convertible upon the occurrence of certain specified events. The current conversion rate is 2.3972 shares of the Issuer's Class A common stock per $1,000 principal amount of 2025 Notes (equivalent to a conversion price of approximately $417.15 per share of the Issuer's Class A common stock). The conversion rate is subject to adjustment upon the occurrence of certain specified events. The 2025 Notes mature on October 1, 2025. The Reporting Person is a Managing Director, Chief Executive Officer and member of the investment committee of Charlesbank Capital Partners, LLC, which is ultimate general partner or managing member of the investment vehicles that directly hold the securities reported herein. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein. The 1.00% Convertible Senior Notes due 2026 (the "2026 Notes") are convertible on and after May 15, 2026. Prior to May 15, 2026, the 2026 Notes are only convertible upon the occurrence of certain specified events. The current conversion rate is 6.7349 shares of the Company's Class A common stock per $1,000 principal amount of Notes (equivalent to a conversion price of approximately $148.48 per share of the Company's Class A common stock). The conversion rate is subject to adjustment upon the occurrence of certain specified events. The 2026 Notes mature on August 15, 2026. /s/ Jerome McCluskey, Attorney-in-Fact 2022-11-25