4//SEC Filing
Malone Nicholas 4
Accession 0001616707-17-000540
CIK 0001616707other
Filed
Aug 16, 8:00 PM ET
Accepted
Aug 17, 4:56 PM ET
Size
18.7 KB
Accession
0001616707-17-000540
Insider Transaction Report
Form 4
Malone Nicholas
Chief Administrative Officer
Transactions
- Conversion
Class B Common Stock
2017-08-15−2,500→ 0 total→ Class A Common Stock (2,500 underlying) - Conversion
Class A Common Stock
2017-08-15+2,500→ 9,293 total - Sale
Class A Common Stock
2017-08-15$70.53/sh−1,500$105,795→ 117,128 total(indirect: By Trust) - Exercise/Conversion
Restricted Stock Units ("RSUs")
2017-08-15−1,250→ 8,751 total→ Class B Common Stock (1,250 underlying) - Sale
Class A Common Stock
2017-08-15$70.66/sh−1,214$85,781→ 8,079 total - Exercise/Conversion
Restricted Stock Units ("RSUs")
2017-08-15−1,250→ 17,501 total→ Class B Common Stock (1,250 underlying) - Exercise/Conversion
Class B Common Stock
2017-08-15+2,500→ 2,500 total→ Class A Common Stock (2,500 underlying)
Footnotes (8)
- [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 the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the RSUs listed in Table II 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 $70.60 to $70.74, 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]Represents sales effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
- [F5]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.13 to $70.87, 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.
- [F6]Each RSU represents a contingent right to receive one share of Class B Common Stock when vested.
- [F7]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 1/5th of the shares on March 15, 2014 and as to an additional 1/60th 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.
- [F8]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 1/5th of the shares on October 15, 2014 and as to an additional 1/60th 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 0001620020
Filing Metadata
- Form type
- 4
- Filed
- Aug 16, 8:00 PM ET
- Accepted
- Aug 17, 4:56 PM ET
- Size
- 18.7 KB