Form Type: 4

SEC EDGAR Link
Accession Number:0001616707-20-000075
Date:2020-05-01
Issuer: WAYFAIR INC. (W)
Original Submission Date:

Reporting Person:

NETZER THOMAS
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 2020-05-01 M 6,000 a $0.00 16,110 direct
CLASS A COMMON STOCK 2020-05-01 M 2,125 a $0.00 18,235 direct
CLASS A COMMON STOCK 2020-05-04 S 3,456 d $123.65 14,779 direct
CLASS A COMMON STOCK 2020-05-04 S 7 d $127.59 14,772 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 UNIT ("RSU") 0.0 2020-05-01 deemed execution date M 6,000 (d) class a common stock 6,000 $0.00 72,000 direct
RESTRICTED STOCK UNIT ("RSUS") 0.0 2020-05-01 deemed execution date M 2,125 (d) class a common stock 2,125 $0.00 10,625 direct
Footnotes
IDfootnote
f1 represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the restricted stock units ("rsu") listed in table ii and does not represent a discretionary trade by the reporting person.
f2 the price reported in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $123.20 to $123.89, 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.
f3 each rsu represents a contingent right to receive one share of class a common stock when vested.
f4 these rsus vest upon the satisfaction of a service condition and have no expiration date. the service condition was satisfied as to 1/5th of the shares on may 1, 2019 and as to an additional 1/20th of the shares for every three months of continuous service thereafter.
f5 these shares of class a common stock are issuable upon vesting of an rsu. the rsu vests upon the satisfaction of a service condition. the service condition is satisfied as to 1/8th of the shares for each 3-month period of continuous service thereafter.
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