0001140361-16-053811.txt : 20160217
0001140361-16-053811.hdr.sgml : 20160217
20160217200716
ACCESSION NUMBER: 0001140361-16-053811
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160215
FILED AS OF DATE: 20160217
DATE AS OF CHANGE: 20160217
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
STREET 2: 7TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: 617 532 6100
MAIL ADDRESS:
STREET 1: 4 COPLEY PLACE
STREET 2: 7TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Rodrigues Romero
CENTRAL INDEX KEY: 0001620151
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36666
FILM NUMBER: 161435693
MAIL ADDRESS:
STREET 1: C/O WAYFAIR INC
STREET 2: 4 COPLEY PLACE, 7TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
4
1
doc1.xml
FORM 4
X0306
4
2016-02-15
0
0001616707
Wayfair Inc.
W
0001620151
Rodrigues Romero
C/O MAYFAIR INC., 4 COPLEY PLACE, 7TH FL
BOSTON
MA
02116
1
0
0
0
Restricted Stock Units ("RSUs")
2016-02-15
4
M
0
165
0
D
Class B Common Stock
165
2820
D
Class B Common Stock
2016-02-15
4
M
0
165
A
Class A Common Stock
165
3120
D
Each RSU represents a contingent right to receive one share of Class B Common Stock when vested.
These RSUs vest upon the satisfaction of a service condition and an event condition and have no expiration date. The service condition is satisfied as to 1/3rd of the shares on July 15, 2015 and as to an additional 1/36th of the shares for each month of continuous service thereafter. The event condition will be satisfied on the closing of the issuer's initial public offering of Class A Common Stock.
Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock and has no expiration date. In addition, each share of Class B Common Stock will automatically convert into one share of Class A Common Stock (a) upon transfer thereof, subject to certain exceptions, (b) upon the date on which the outstanding shares of Class B Common Stock represent less than 10% of the aggregate number of shares of the then outstanding Class A Common Stock and Class B Common Stock, or (c) in the event that holders of at least 66 2/3% of the then outstanding shares of Class B Common Stock elect to convert all shares of Class B Common Stock into shares of Class A Common Stock.
/s/ Enrique Colbert, Attorney-in-fact for Romero Rodrigues
2016-02-17