0001616707-17-000332.txt : 20170517 0001616707-17-000332.hdr.sgml : 20170517 20170517174250 ACCESSION NUMBER: 0001616707-17-000332 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170515 FILED AS OF DATE: 20170517 DATE AS OF CHANGE: 20170517 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: Malone Nicholas CENTRAL INDEX KEY: 0001620020 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36666 FILM NUMBER: 17852873 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_149505735381518.xml FORM 4 X0306 4 2017-05-15 0 0001616707 Wayfair Inc. W 0001620020 Malone Nicholas C/O WAYFAIR INC., 4 COPLEY PLACE, 7TH FL BOSTON MA 02116 0 1 0 0 Chief Administrative Officer Class A Common Stock 2017-05-11 5 G 0 E 17639 0 D 0 D Class A Common Stock 2017-05-11 5 G 0 E 17639 0 A 127628 I By Revocable Trust Class A Common Stock 2017-05-15 4 C 0 2500 A 2500 D Class A Common Stock 2017-05-15 4 S 0 1198 61.31 D 1302 D Class A Common Stock 2017-05-15 4 S 0 1500 61.29 D 126128 I By Revocable Trust Restricted Stock Units ("RSUs") 2017-05-15 4 M 0 1250 0 D Class B Common Stock 1250.0 12501 D Restricted Stock Units ("RSUs") 2017-05-15 4 M 0 1250 0 D Class B Common Stock 1250.0 21251 D Class B Common Stock 2017-05-15 4 M 0 2500 A Class A Common Stock 2500.0 2500 D Class B Common Stock 2017-05-15 4 C 0 2500 D Class A Common Stock 2500.0 0 D Represents a transfer to a revocable trust. The reporting person is the trustee of the revocable trust. 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 $61.23 to $61.39, 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. Represents sales effected pursuant to a Rule 10b5-1 trading plan adopted 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 $61.00 to $61.62, 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. 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 October 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. /s/ Enrique Colbert, Attorney-in-Fact for Nicholas Malone 2017-05-17