Accession Number: | 0001140361-15-015762 |
Date: | 2015-04-15 |
Issuer: | WAYFAIR INC. (W) |
Original Submission Date: |
MULLIKEN JOHN CHAMPLIN
C/O WAYFAIR INC., 4 COPLEY PLACE, 7TH FL
BOSTON, MA 02116
Title of Security | Transaction Date | 2a. Deemed Execution Date | Transaction Code | Shares | Acquired or Disposed | Price per share | 5. Amount of Securities Beneficially Owned Following Reported Transaction | 6. Ownership Form Direct or Indirect | Nature 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 |
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 Exercisable | Expiration 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 |
ID | footnote |
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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. |