0001616707-16-000201.txt : 20160919 0001616707-16-000201.hdr.sgml : 20160919 20160919171443 ACCESSION NUMBER: 0001616707-16-000201 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160915 FILED AS OF DATE: 20160919 DATE AS OF CHANGE: 20160919 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: Macri Edmond CENTRAL INDEX KEY: 0001620023 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36666 FILM NUMBER: 161892420 MAIL ADDRESS: STREET 1: C/O WAYFAIR INC. STREET 2: 4 COPLEY PLACE, 7TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 4 1 wf-form4_147431967021793.xml FORM 4 X0306 4 2016-09-15 0 0001616707 Wayfair Inc. W 0001620023 Macri Edmond C/O WAYFAIR INC., 4 COPLEY PLACE, 7TH FL BOSTON MA 02116 0 1 0 0 Chief Product/Marketing Class A Common Stock 2016-09-15 4 C 0 2000 A 236440 D Class A Common Stock 2016-09-15 4 M 0 2500 0 A 238940 D Class A Common Stock 2016-09-15 4 M 0 3806 0 A 242746 D Class A Common Stock 2016-09-15 4 S 0 3905 39.58 D 238841 D Restricted Stock Units ("RSUs") 2016-09-15 4 M 0 2000 0 D Class B Common Stock 2000.0 36001 D Class B Common Stock 2016-09-15 4 M 0 2000 0 A Class A Common Stock 2000.0 2000 D Class B Common Stock 2016-09-15 4 C 0 2000 D Class A Common Stock 2000.0 0 D Restricted Stock Units ("RSUs") 2016-09-15 4 M 0 2500 0 D Class A Common Stock 2500.0 35000 D Restricted Stock Units ("RSUs") 2016-09-15 4 M 0 3806 0 D Class A Common Stock 3806.0 15224 D 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. Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the RSUs listed in Table II and does not represent a discretionary trade by the reporting person. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.50 to $39.64, 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. 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 1/5th of the shares on March 15, 2014 and as to an additional 1/60th of the shares for each month of continuous service thereafter. The event condition was satisfied on the closing of the issuer's initial public offering of Class A Common Stock. Each RSU represents a contingent right to receive one share of Class A Common Stock when vested. These RSUs vest upon the satisfaction of a service condition. The service condition is satisfied as to 20% of the shares on March 15, 2016 and as to an additional 5% of the shares for each 3-month period of continuous service thereafter. These RSUs vest upon the satisfaction of a service condition and have no expiration date. The service condition is satisfied as to 1/5th of the shares on September 15, 2016 and as to an additional 1/20th of the shares for every three months of continuous service thereafter. /s/ Enrique Colbert, Attorney-in-fact for Edmond Macri 2016-09-19