SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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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. Date of Event Requiring Statement (Month/Day/Year)
11/01/2022

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

4. 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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	14,416	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Unit ("RSU")	⁽¹⁾	⁽¹⁾	Class A Common Stock	5,520	⁽²⁾	D
Restricted Stock Unit ("RSU")	⁽³⁾	⁽³⁾	Class A Common Stock	3,350	⁽²⁾	D
Restricted Stock Unit ("RSU")	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	8,508	⁽²⁾	D
Restricted Stock Unit ("RSU")	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	11,192	⁽²⁾	D
Restricted Stock Unit ("RSU")	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	17,546	⁽²⁾	D

Explanation of Responses:

1. These RSUs were granted in multiple awards on November 5, 2019, which vest upon the satisfaction of a service condition and have no expiration date. The service condition is partially satisfied with respect to an aggregate of 2,998 shares that vest in four substantially equal amounts commencing on January 1, 2023 and for every three months of continuous service thereafter, and as to an aggregate of 2,522 that vest in four substantially equal amounts commencing on January 1, 2024 and for every three months of continuous service thereafter.

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

3. These RSUs were granted in multiple awards on November 12, 2020, which vest upon the satisfaction of a service condition and have no expiration date. The service condition is partially satisfied with respect to an aggregate of 2,010 shares that vest in four substantially equal amounts commencing on January 1, 2023 and for every three months of continuous service thereafter, and as to an aggregate of 1,340 shares that vest in four substantially equal amounts commencing on January 1, 2025 and for every three months of continuous service thereafter.

4. These RSUs were granted in multiple awards on November 11, 2021, which vest upon the satisfaction of a service condition and have no expiration date. The service condition is partially satisfied with respect to (i) an aggregate of 2,842 shares that vest in four substantially equal amounts commencing on January 1, 2023 and for every three months of continuous service thereafter, (ii) an aggregate of 3,376 shares that vest in four substantially equal amounts commencing on January 1, 2024 and for every three months of continuous service thereafter, (iii) an aggregate of 723 shares that vest in four substantially equal amounts commencing on January 1, 2025 and for every three months of continuous service thereafter, and (iv) an aggregate of 1,567 shares that vest in four substantially equal amounts commencing on January 1, 2026 and for every three months of continuous service thereafter.

5. These RSUs were granted in multiple awards on April 18, 2022, which vest upon the satisfaction of a service condition and have no expiration date. The service condition is partially satisfied on January 1, 2023 with respect to 1,811 shares and as to varying amounts of additional shares for every three months of continuous service thereafter over a period of five years.

6. These RSUs vest upon the satisfaction of a service condition and have no expiration date. The service condition is satisfied as to 1/6th of the shares on November 1, 2022 and as to an additional 1/6th of the shares for every one month of continuous service thereafter.

Remarks:

	Enrique Colbert, Attorney-In-Fact for Kate Gulliver	11/02/2022
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.