0001628280-23-033754.txt : 20231003 0001628280-23-033754.hdr.sgml : 20231003 20231003211929 ACCESSION NUMBER: 0001628280-23-033754 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231001 FILED AS OF DATE: 20231003 DATE AS OF CHANGE: 20231003 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gulliver Kate CENTRAL INDEX KEY: 0001950170 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36666 FILM NUMBER: 231306415 MAIL ADDRESS: STREET 1: 4 COPLEY PLACE CITY: BOSTON STATE: MA ZIP: 02116 FORMER NAME: FORMER CONFORMED NAME: Gulliver Kata DATE OF NAME CHANGE: 20221007 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 CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617 532 6100 MAIL ADDRESS: STREET 1: 4 COPLEY PLACE CITY: BOSTON STATE: MA ZIP: 02116 4 1 wk-form4_1696382359.xml FORM 4 X0508 4 2023-10-01 0 0001616707 Wayfair Inc. W 0001950170 Gulliver Kate C/O WAYFAIR INC., 4 COPLEY PLACE BOSTON MA 02116 0 1 0 0 CFO and Chief Admin Officer 1 Class A Common Stock 2023-10-01 4 M 0 711 0 A 48497 D Class A Common Stock 2023-10-01 4 M 0 870 0 A 49367 D Class A Common Stock 2023-10-01 4 M 0 2084 0 A 51451 D Class A Common Stock 2023-10-01 4 M 0 503 0 A 51954 D Class A Common Stock 2023-10-01 4 M 0 750 0 A 52704 D Class A Common Stock 2023-10-01 4 M 0 14071 0 A 66775 D Class A Common Stock 2023-10-03 4 S 0 2156 55.89 D 64619 D Class A Common Stock 2023-10-03 4 S 0 2993 56.91 D 61626 D Class A Common Stock 2023-10-03 4 S 0 1800 57.54 D 59826 D Class A Common Stock 2023-10-03 4 S 0 300 58.89 D 59526 D Class A Common Stock 2023-10-03 4 S 0 460 59.81 D 59066 D Class A Common Stock 2023-10-03 4 S 0 452 61.62 D 58614 D Restricted Stock Unit ("RSU") 2023-10-01 4 M 0 711 0 D Class A Common Stock 711 5666 D Restricted Stock Unit ("RSU") 2023-10-01 4 M 0 503 0 D Class A Common Stock 503 1340 D Restricted Stock Unit ("RSU") 2023-10-01 4 M 0 870 0 D Class A Common Stock 870 5830 D Restricted Stock Units ("RSUs") 2023-10-01 4 M 0 2084 0 D Class A Common Stock 2084 13771 D Restricted Stock Unit ("RSU") 2023-10-01 4 M 0 750 0 D Class A Common Stock 750 2522 D Restricted Stock Unit ("RSU") 2023-10-01 4 M 0 14071 0 D Class A Common Stock 14071 0 D Represents the number of shares sold by Wayfair Inc. on behalf of the reporting person, which sale is mandatory pursuant to Wayfair Inc.'s policies to cover necessary tax withholding obligations in connection with the vesting of the RSUs listed in Table II. Such sales do not represent a discretionary trade 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 $55.37 to $56.33, 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 $56.35 to $57.33, 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 $57.34 to $57.98, 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 $58.39 to $59.23, 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 $59.49 to $59.92, 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 $61.23 to $61.87, 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. Each RSU represents a contingent right to receive one share of Class A Common Stock when vested. These RSUs, which were granted on November 11, 2021, vest upon the satisfaction of a service condition and have no expiration date. With respect to the number of shares that have not vested, subject to continued service on each applicable vesting date, 3,376 shares will vest in substantially equal quarterly amounts commencing January 1, 2024, 723 shares will vest in substantially equal quarterly amounts commencing January 1, 2025, and 1,567 shares will vest in substantially equal quarterly amounts commencing on January 1, 2026. These RSUs, which were granted on November 12, 2020, vest upon the satisfaction of a service condition and have no expiration date. With respect to the number of shares that have not vested, subject to continued service on each applicable vesting date, 1,340 shares will vest in equal quarterly amounts commencing January 1, 2025. These RSUs, which were granted on April 18, 2022, vest upon the satisfaction of a service condition and have no expiration date. The service condition was initially partially satisfied on July 1, 2022 as to 1,811 shares and vest as to varying amounts thereafter for every subsequent three months of continuous service over a period of five years. With respect to the number of shares that have not vested, subject to continued service on each applicable vesting date, 870 shares will vest on January 1, 2024, 871 shares will vest on April 1, 2024, 2,346 shares will vest in substantially equal quarterly amounts commencing July 1, 2024, 868 shares will vest in equal quarterly amounts commencing July 1, 2025, and 875 shares will vest in substantially equal quarterly amounts commencing July 1, 2026. These RSUs, which were granted on February 1, 2023, vest upon the satisfaction of a service condition and have no expiration date. The service condition was initially partially satisfied on April 1, 2023 as to 6,731 shares and vest as to varying amounts thereafter for every subsequent three months of continuous service over a period of four years. With respect to the number of shares that have not vested, subject to continued service on each applicable vesting date, 2,083 shares will vest on January 1, 2024, 2,084 shares will vest on April 1, 2024, 5,556 shares will vest in equal quarterly amounts commencing July 1, 2024, 2,336 shares will vest in equal quarterly amounts commencing July 1, 2025, and 1,712 shares will vest in equal quarterly amounts commencing July 1, 2026. These RSUs, which were granted on November 5, 2019, vest upon the satisfaction of a service condition and have no expiration date. With respect to the number of shares that have not vested, subject to continued service on each applicable vesting date, 2,522 shares will vest in substantially equal quarterly amounts commencing January 1, 2024. These RSUs vest upon the satisfaction of a service condition and have no expiration date. The service condition was fully satisfied on October 1, 2023. /s/ Enrique Colbert, Attorney-In-Fact for Kate Gulliver 2023-10-03