Form Type: 4

SEC EDGAR Link
Accession Number:0001616707-19-000260
Date:2019-11-12
Issuer: WAYFAIR INC. (W)
Original Submission Date:

Reporting Person:

SHAH NIRAJ
C/O WAYFAIR INC., 4 COPLEY PLACE
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 2019-11-12 C 210,000 a $0.00 210,000 direct
CLASS A COMMON STOCK 2019-11-12 G 70,000 d $0.00 140,000 direct
CLASS A COMMON STOCK 2019-11-12 G 140,000 d $0.00 0 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
CLASS B COMMON STOCK 0.0 2019-11-12 deemed execution date C 210,000 (d) class a common stock 210,000 $0.00 11,621,996 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 these shares were transferred to a donor advised charitable trust.
f3 these shares were transferred to the shah charitable foundation.
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