Thomas Netzer - 15 Dec 2023 Form 4 Insider Report for Wayfair Inc. (W)

Role
Chief Operating Officer
Signature
/s/ Enrique Colbert, Attorney-in-fact for Thomas Netzer
Issuer symbol
W
Transactions as of
15 Dec 2023
Net transactions value
-$61,738
Form type
4
Filing time
19 Dec 2023, 19:18:18 UTC
Previous filing
03 Oct 2023
Next filing
03 Jan 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction W Class A Common Stock Options Exercise $0 +2,074 +1.8% $0.000000 119,697 15 Dec 2023 Direct
transaction W Class A Common Stock Sale $61,738 -982 -0.82% $62.87 118,715 18 Dec 2023 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction W Restricted Stock Unit ("RSUs") Options Exercise $0 -2,074 -13% $0.000000 13,497 15 Dec 2023 Class A Common Stock 2,074 Direct F3, F4
transaction W Restricted Stock Unit ("RSUs") Award $0 +26,932 $0.000000 26,932 15 Dec 2023 Class A Common Stock 26,932 Direct F3, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 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.
F2 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.64 to $63.23, 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.
F3 Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.
F4 These RSUs, which were granted on February 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, 13,497 shares will vest in eight (8) varying quarterly amounts commencing on March 15, 2024.
F5 These RSUs vest upon the satisfaction of a service condition and have no expiration date. The service condition is fully satisfied on January 1, 2024.