0001628280-23-033763.txt : 20231003 0001628280-23-033763.hdr.sgml : 20231003 20231003215204 ACCESSION NUMBER: 0001628280-23-033763 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: Tan Fiona CENTRAL INDEX KEY: 0001867558 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36666 FILM NUMBER: 231306496 MAIL ADDRESS: STREET 1: 41 DISCOVERY CITY: IRVINE STATE: CA ZIP: 92618 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 wf-form4_169638430876025.xml FORM 4 X0508 4 2023-10-01 0 0001616707 Wayfair Inc. W 0001867558 Tan Fiona C/O WAYFAIR INC., 4 COPLEY PLACE BOSTON MA 02116 0 1 0 0 Chief Technology Officer 1 Class A Common Stock 2023-10-01 4 M 0 1791 0 A 79029 D Class A Common Stock 2023-10-01 4 M 0 4500 0 A 83529 D Class A Common Stock 2023-10-01 4 M 0 19856 0 A 103385 D Class A Common Stock 2023-10-03 4 S 0 3985 56 D 99400 D Class A Common Stock 2023-10-03 4 S 0 3808 56.91 D 95592 D Class A Common Stock 2023-10-03 4 S 0 4464 57.52 D 91128 D Class A Common Stock 2023-10-03 4 S 0 500 59.21 D 90628 D Class A Common Stock 2023-10-03 4 S 0 772 59.96 D 89856 D Class A Common Stock 2023-10-03 4 S 0 464 61.63 D 89392 D Class A Common Stock 2023-10-03 4 S 0 150 62.20 D 89242 D Restricted Stock Unit ("RSU") 2023-10-01 4 M 0 1791 0 D Class A Common Stock 1791.0 20522 D Restricted Stock Unit ("RSU") 2023-10-01 4 M 0 4500 0 D Class A Common Stock 4500.0 14000 D Restricted Stock Unit ("RSU") 2023-10-01 4 M 0 19856 0 D Class A Common Stock 19856.0 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 $55.29 to $56.28, 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 $56.29 to $57.27, 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 $57.28 to $58.00, 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 $58.77 to $59.56, 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 $59.85 to $60.36, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.98 to $62.31, 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 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 3,822 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, 1,791 shares will vest on April 1, 2024, 5,602 shares will vest in substantially equal quarterly amounts commencing July 1, 2024, 6,542 shares will vest in substantially equal quarterly amounts commencing July 1, 2025, and 4,795 shares will vest in substantially equal quarterly amounts commencing July 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, 14,000 shares will vest in equal quarterly amounts commencing January 1, 2024. These RSUs, which were granted on September 20, 2023, 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 Fiona Tan 2023-10-03