Statement of Changes in Beneficial Ownership (4)
May 05 2020 - 4:13PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Netzer Thomas |
2. Issuer Name and Ticker or Trading Symbol
Wayfair Inc.
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W
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Operating Officer |
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(Last)
(First)
(Middle)
4 COPLEY PLACE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/1/2020 |
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(Street)
BOSTON, MA 02116
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Class A Common Stock | 5/1/2020 | | M | | 6000 | A | $0 | 16110 | D | |
| Class A Common Stock | 5/1/2020 | | M | | 2125 | A | $0 | 18235 | D | |
| Class A Common Stock | 5/4/2020 | | S(1) | | 3456 | D | $123.65 (2) | 14779 | D | |
| Class A Common Stock | 5/4/2020 | | S(1) | | 7 | D | $127.59 | 14772 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Restricted Stock Unit ("RSU") | (3) | 5/1/2020 | | M | | | 6000 | (4) | (4) | Class A Common Stock | 6000.0 | $0 | 72000 | D | |
| Restricted Stock Unit ("RSUs") | (3) | 5/1/2020 | | M | | | 2125 | (5) | (5) | Class A Common Stock | 2125.0 | $0 | 10625 | D | |
| Explanation of Responses: |
| (1) | 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 restricted stock units ("RSU") listed in Table II and does not represent a discretionary trade by the reporting person. |
| (2) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $123.20 to $123.89, 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. |
| (3) | Each RSU represents a contingent right to receive one share of Class A Common Stock when vested. |
| (4) | These RSUs vest upon the satisfaction of a service condition and have no expiration date. The service condition was satisfied as to 1/5th of the shares on May 1, 2019 and as to an additional 1/20th of the shares for every three months of continuous service thereafter. |
| (5) | These shares of Class A Common Stock are issuable upon vesting of an RSU. The RSU vests upon the satisfaction of a service condition. The service condition is satisfied as to 1/8th of the shares for each 3-month period of continuous service thereafter. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Netzer Thomas
4 COPLEY PLACE
BOSTON, MA 02116 |
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| Chief Operating Officer |
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Signatures
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| /s/ Enrique Colbert, Attorney-in-fact for Thomas Netzer | | 5/5/2020 |
| **Signature of Reporting Person | Date |
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