SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Gulliver Kate

(Last)

(First)

(Middle)

C/O WAYFAIR INC., 4 COPLEY PLACE

(Street)

BOSTON

02116

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Wayfair Inc. [ W ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CFO and Chief Admin Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	10/01/2023		M		711	A	$0	48,497	D
Class A Common Stock	10/01/2023		M		870	A	$0	49,367	D
Class A Common Stock	10/01/2023		M		2,084	A	$0	51,451	D
Class A Common Stock	10/01/2023		M		503	A	$0	51,954	D
Class A Common Stock	10/01/2023		M		750	A	$0	52,704	D
Class A Common Stock	10/01/2023		M		14,071	A	$0	66,775	D
Class A Common Stock	10/03/2023		S⁽¹⁾		2,156	D	$55.89⁽²⁾	64,619	D
Class A Common Stock	10/03/2023		S⁽¹⁾		2,993	D	$56.91⁽³⁾	61,626	D
Class A Common Stock	10/03/2023		S⁽¹⁾		1,800	D	$57.54⁽⁴⁾	59,826	D
Class A Common Stock	10/03/2023		S⁽¹⁾		300	D	$58.89⁽⁵⁾	59,526	D
Class A Common Stock	10/03/2023		S⁽¹⁾		460	D	$59.81⁽⁶⁾	59,066	D
Class A Common Stock	10/03/2023		S⁽¹⁾		452	D	$61.62⁽⁷⁾	58,614	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit ("RSU")	⁽⁸⁾	10/01/2023		M			711	⁽⁹⁾	⁽⁹⁾	Class A Common Stock	711	$0	5,666	D
Restricted Stock Unit ("RSU")	⁽⁸⁾	10/01/2023		M			503	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	503	$0	1,340	D
Restricted Stock Unit ("RSU")	⁽⁸⁾	10/01/2023		M			870	⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	870	$0	5,830	D
Restricted Stock Units ("RSUs")	⁽⁸⁾	10/01/2023		M			2,084	⁽¹²⁾	⁽¹²⁾	Class A Common Stock	2,084	$0	13,771	D
Restricted Stock Unit ("RSU")	⁽⁸⁾	10/01/2023		M			750	⁽¹³⁾	⁽¹³⁾	Class A Common Stock	750	$0	2,522	D
Restricted Stock Unit ("RSU")	⁽⁸⁾	10/01/2023		M			14,071	⁽¹⁴⁾	⁽¹⁴⁾	Class A Common Stock	14,071	$0	0	D

Explanation of Responses:

1. 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.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.37 to $56.33, 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.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $56.35 to $57.33, 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.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.34 to $57.98, 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.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.39 to $59.23, 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.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.49 to $59.92, 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.

7. 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 $61.87, 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.

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

9. These RSUs, which were granted on November 11, 2021, vest upon the satisfaction of a service condition and have no expiration date. With respect to the number of shares that have not vested, subject to continued service on each applicable vesting date, 3,376 shares will vest in substantially equal quarterly amounts commencing January 1, 2024, 723 shares will vest in substantially equal quarterly amounts commencing January 1, 2025, and 1,567 shares will vest in substantially equal quarterly amounts commencing on January 1, 2026.

10. These RSUs, which were granted on November 12, 2020, vest upon the satisfaction of a service condition and have no expiration date. With respect to the number of shares that have not vested, subject to continued service on each applicable vesting date, 1,340 shares will vest in equal quarterly amounts commencing January 1, 2025.

11. 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 1,811 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, 870 shares will vest on January 1, 2024, 871 shares will vest on April 1, 2024, 2,346 shares will vest in substantially equal quarterly amounts commencing July 1, 2024, 868 shares will vest in equal quarterly amounts commencing July 1, 2025, and 875 shares will vest in substantially equal quarterly amounts commencing July 1, 2026.

12. These RSUs, which were granted on February 1, 2023, vest upon the satisfaction of a service condition and have no expiration date. The service condition was initially partially satisfied on April 1, 2023 as to 6,731 shares and vest as to varying amounts thereafter for every subsequent three months of continuous service over a period of four years. With respect to the number of shares that have not vested, subject to continued service on each applicable vesting date, 2,083 shares will vest on January 1, 2024, 2,084 shares will vest on April 1, 2024, 5,556 shares will vest in equal quarterly amounts commencing July 1, 2024, 2,336 shares will vest in equal quarterly amounts commencing July 1, 2025, and 1,712 shares will vest in equal quarterly amounts commencing July 1, 2026.

13. These RSUs, which were granted on November 5, 2019, vest upon the satisfaction of a service condition and have no expiration date. With respect to the number of shares that have not vested, subject to continued service on each applicable vesting date, 2,522 shares will vest in substantially equal quarterly amounts commencing January 1, 2024.

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

Remarks:

	/s/ Enrique Colbert, Attorney-In-Fact for Kate Gulliver	10/03/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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