0001140361-16-048280.txt : 20160120 0001140361-16-048280.hdr.sgml : 20160120 20160120212354 ACCESSION NUMBER: 0001140361-16-048280 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160115 FILED AS OF DATE: 20160120 DATE AS OF CHANGE: 20160120 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Wayfair Inc. CENTRAL INDEX KEY: 0001616707 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 364791999 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4 COPLEY PLACE STREET 2: 7TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617 532 6100 MAIL ADDRESS: STREET 1: 4 COPLEY PLACE STREET 2: 7TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Conine Steven CENTRAL INDEX KEY: 0001620052 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36666 FILM NUMBER: 161352334 MAIL ADDRESS: STREET 1: C/O WAYFAIR INC. STREET 2: 4 COPLEY PLACE, 7TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 4 1 doc1.xml FORM 4 X0306 4 2016-01-15 0 0001616707 Wayfair Inc. W 0001620052 Conine Steven C/O WAYFAIR INC., 4 COPLEY PLACE, 7TH FL BOSTON MA 02116 1 1 1 0 Co-Founder Restricted Stock Units ("RSUs") 2016-01-15 4 M 0 2500 0 D Class B Common Stock 2500 82501 D Class B Common Stock 2016-01-15 4 M 0 2500 A Class A Common Stock 2500 15098674 D Class B Common Stock 2016-01-15 4 F 0 945 40.03 D Class A Common Stock 945 15097729 D Each RSU represents a contingent right to receive one share of Class B Common Stock when vested. These RSUs vest upon the satisfaction of a service condition and an event condition and have no expiration date. The service condition is satisfied as to 1/5th of the shares on October 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. 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. /s/ Enrique Colbert, Attorney-in-Fact for Steven Conine 2016-01-20