Form Type: 4

SEC EDGAR Link
Accession Number:0001140361-15-015762
Date:2015-04-15
Issuer: WAYFAIR INC. (W)
Original Submission Date:

Reporting Person:

MULLIKEN JOHN CHAMPLIN
C/O WAYFAIR INC., 4 COPLEY PLACE, 7TH FL
BOSTON, MA 02116

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS A COMMON STOCK 2015-04-15 C 1,370 a $0.00 240,584 direct
CLASS A COMMON STOCK 2015-04-16 S 1,974 d $33.65 238,610 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
RESTRICTED STOCK UNITS ("RSUS") 0.0 2015-04-15 deemed execution date M 2,000 (d) 2020-05-14 class b common stock 2,000 $0.00 70,001 direct
CLASS B COMMON STOCK 0.0 2015-04-15 deemed execution date M 2,000 (a) class a common stock 2,000 $0.00 2,000 direct
CLASS B COMMON STOCK 0.0 2015-04-15 deemed execution date F 630 (d) class a common stock 630 $0.00 1,370 direct
CLASS B COMMON STOCK 0.0 2015-04-15 deemed execution date C 1,370 (d) class a common stock 1,370 $0.00 0 direct
Footnotes
IDfootnote
f1 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.
f2 each rsu represents a contingent right to receive one share of class b common stock when vested.
f3 these rsus vest upon the satisfaction of a service condition and an event condition. 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.
f4 the sales reported in this form 4 were effected pursuant to a rule 10b5-1 trading plan adopted by the reporting person on november 24, 2014.
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