0001616707-18-000282.txt : 20180717
0001616707-18-000282.hdr.sgml : 20180717
20180717180600
ACCESSION NUMBER: 0001616707-18-000282
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180715
FILED AS OF DATE: 20180717
DATE AS OF CHANGE: 20180717
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Shah Niraj
CENTRAL INDEX KEY: 0001620093
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36666
FILM NUMBER: 18957324
MAIL ADDRESS:
STREET 1: C/O WAYFAIR INC.
STREET 2: 4 COPLEY PLACE, 7TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
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
4
1
wf-form4_153186514381265.xml
FORM 4
X0306
4
2018-07-15
0
0001616707
Wayfair Inc.
W
0001620093
Shah Niraj
C/O WAYFAIR INC., 4 COPLEY PLACE, 7TH FL
BOSTON
MA
02116
1
1
1
0
Chief Executive Officer
Class A Common Stock
2018-07-15
4
C
0
2500
A
87293
D
Class A Common Stock
2018-07-16
4
S
0
1142
119.68
D
86151
D
Class A Common Stock
2018-07-16
4
S
0
500
118.17
D
85651
D
Class A Common Stock
2018-07-16
4
S
0
1600
119.11
D
84051
D
Class A Common Stock
2018-07-16
4
S
0
5200
120.50
D
78851
D
Class A Common Stock
2018-07-16
4
S
0
6700
121.14
D
72151
D
Class A Common Stock
2018-07-16
4
S
0
100
122.04
D
72051
D
Class A Common Stock
2018-07-17
4
S
0
699
122.35
D
71352
D
Class A Common Stock
2018-07-17
4
S
0
300
123.55
D
71052
D
Class A Common Stock
2018-07-17
4
S
0
1201
124.54
D
69851
D
Class A Common Stock
2018-07-17
4
S
0
700
125.19
D
69151
D
Restricted Stock Units ("RSUs")
2018-07-15
4
M
0
2500
0
D
Class B Common Stock
2500.0
7501
D
Class B Common Stock
2018-07-15
4
M
0
2500
A
Class A Common Stock
2500.0
12770544
D
Class B Common Stock
2018-07-15
4
C
0
2500
D
Class A Common Stock
2500.0
12768044
D
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.
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 RSUs listed in Table II and does not represent a discretionary trade by the reporting person.
Represents sales effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $117.58 to $118.37, 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.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $118.80 to $119.70, 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.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $119.83 to $120.81, 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.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $120.85 to $121.61, 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.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $122.00 to $122.77, 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.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $123.16 to $123.98, 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.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $124.17 to $124.87, 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.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $125.00 to $125.74, 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.
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.
/s/ Enrique Colbert, Attorney-in-fact for Niraj Shah
2018-07-17