4//SEC Filing
Rodrigues Romero 4
Accession 0001616707-17-000459
CIK 0001616707other
Filed
Jul 18, 8:00 PM ET
Accepted
Jul 19, 5:19 PM ET
Size
14.0 KB
Accession
0001616707-17-000459
Insider Transaction Report
Form 4
Rodrigues Romero
Director
Transactions
- Conversion
Class A Common Stock
2017-07-15+166→ 9,809 total - Sale
Class A Common Stock
2017-07-17$76.21/sh−374$28,503→ 9,435 total - Exercise/Conversion
Restricted Stock Units ("RSUs")
2017-07-15−166→ 0 total→ Class B Common Stock (166 underlying) - Exercise/Conversion
Class B Common Stock
2017-07-15+166→ 166 total→ Class A Common Stock (166 underlying) - Conversion
Class B Common Stock
2017-07-15−166→ 0 total→ Class A Common Stock (166 underlying)
Footnotes (5)
- [F1]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.
- [F2]Represents shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of RSUs, and does not represent a discretionary trade by the reporting person.
- [F3]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.15 to $76.23, 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.
- [F4]Each RSU represents a contingent right to receive one share of Class B Common Stock when vested.
- [F5]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 1/3rd of the shares on July 15, 2015 and as to an additional 1/36th 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.
Documents
Issuer
Wayfair Inc.
CIK 0001616707
Entity typeother
Related Parties
1- filerCIK 0001620151
Filing Metadata
- Form type
- 4
- Filed
- Jul 18, 8:00 PM ET
- Accepted
- Jul 19, 5:19 PM ET
- Size
- 14.0 KB