Michael W. Choe Form 4 Wayfair / Michael W. Choe ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Choe Michael W.

(Last)

(First)

(Middle)

C/O CHARLESBANK CAPITAL PARTNERS, LLC

200 CLARENDON STREET, 54TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Wayfair Inc. [ W ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/17/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/19/2022		P		35,000	A	$49.86⁽¹⁾	150,160	D
Class A Common Stock								8,887	I	By trust⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
0.625% Convertible Senior Notes due 2025	⁽³⁾	05/17/2022		P		$4,500,000		⁽³⁾	⁽³⁾	Class A Common Stock	10,787.4	$3,181,873.5	$26,500,000	I	Footnote⁽⁴⁾
0.625% Convertible Senior Notes due 2025	⁽³⁾	05/17/2022		P		$1,500,000		⁽³⁾	⁽³⁾	Class A Common Stock	3,595.8	$1,068,750	$28,000,000	I	Footnote⁽⁴⁾
1.00% Convertible Senior Notes due 2026	⁽⁵⁾	05/17/2022		P		$3,000,000		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	20,204.7	$2,163,750	$17,000,000	I	Footnote⁽⁴⁾
1.00% Convertible Senior Notes due 2026	⁽⁵⁾	05/17/2022		P		$2,500,000		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	16,837.25	$1,796,875	$19,500,000	I	Footnote⁽⁴⁾
1.00% Convertible Senior Notes due 2026	⁽⁵⁾	05/18/2022		P		$3,000,000		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	20,204.7	$2,126,250	$22,500,000	I	Footnote⁽⁴⁾
1.00% Convertible Senior Notes due 2026	⁽⁵⁾	05/18/2022		P		$3,000,000		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	20,204.7	$2,115,000	$25,500,000	I	Footnote⁽⁴⁾
1.00% Convertible Senior Notes due 2026	⁽⁵⁾	05/18/2022		P		$2,000,000		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	13,469.8	$1,385,000	$27,500,000	I	Footnote⁽⁴⁾
0.625% Convertible Senior Notes due 2025	⁽³⁾	05/18/2022		P		$3,000,000		⁽³⁾	⁽³⁾	Class A Common Stock	7,191.6	$2,107,500	$31,000,000	I	Footnote⁽⁴⁾
0.625% Convertible Senior Notes due 2025	⁽³⁾	05/18/2022		P		$1,000,000		⁽³⁾	⁽³⁾	Class A Common Stock	2,397.2	$698,750	$32,000,000	I	Footnote⁽⁴⁾

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $49.795 to $49.88, 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 purchased at each separate price within the ranges set forth in this footnote.

2. Shares held by the Choe Family 2014 Irrevocable Gifting Trust. The Reporting Person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest, if any, therein.

3. The 0.625% Convertible Senior Notes due 2025 (the "2025 Notes") are convertible on and after July 1, 2025. Prior to July 1, 2025, the 2025 Notes are only convertible upon the occurrence of certain specified events. The current conversion rate is 2.3972 shares of the Issuer's Class A common stock per $1,000 principal amount of 2025 Notes (equivalent to a conversion price of approximately $417.15 per share of the Issuer's Class A common stock). The conversion rate is subject to adjustment upon the occurrence of certain specified events. The 2025 Notes mature on October 1, 2025.

4. The Reporting Person is a Managing Director, Chief Executive Officer and member of the investment committee of Charlesbank Capital Partners, LLC, which is ultimate general partner or managing member of the investment vehicles that directly hold the securities reported herein. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein.

5. The 1.00% Convertible Senior Notes due 2026 (the "2026 Notes") are convertible on and after May 15, 2026. Prior to May 15, 2026, the 2026 Notes are only convertible upon the occurrence of certain specified events. The current conversion rate is 6.7349 shares of the Company's Class A common stock per $1,000 principal amount of Notes (equivalent to a conversion price of approximately $148.48 per share of the Company's Class A common stock). The conversion rate is subject to adjustment upon the occurrence of certain specified events. The 2026 Notes mature on August 15, 2026.

	/s/ Stephanie Pare Sullivan, Attorney-in-Fact	05/19/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Michael W. Choe Form 4Wayfair / Michael W. Choe ownership change