Kate Gulliver Form 4 Wayfair / Kate Gulliver 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^*

Gulliver Kate

(Last) (First) (Middle)

C/O WAYFAIR INC., 4 COPLEY PLACE

(Street)

BOSTON MA 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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CFO and Chief Admin Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/01/2023

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	01/01/2023		M		749	A	$0	18,334	D
Class A Common Stock	01/01/2023		M		502	A	$0	18,836	D
Class A Common Stock	01/01/2023		M		710	A	$0	19,546	D
Class A Common Stock	01/01/2023		M		1,811	A	$0	21,357	D
Class A Common Stock	01/01/2023		M		2,925	A	$0	24,282	D
Class A Common Stock	01/04/2023		S(1)		3,175	D	$33.25(2)	21,107	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit ("RSU")	(3)	01/01/2023		M			749	(4)	(4)	Class A Common Stock	749	$0	4,771	D
Restricted Stock Unit ("RSU")	(3)	01/01/2023		M			502	(5)	(5)	Class A Common Stock	502	$0	2,848	D
Restricted Stock Unit ("RSU")	(3)	01/01/2023		M			710	(6)	(6)	Class A Common Stock	710	$0	7,798	D
Restricted Stock Unit ("RSU")	(3)	01/01/2023		M			1,811	(7)	(7)	Class A Common Stock	1,811	$0	9,381	D
Restricted Stock Unit ("RSU")	(3)	01/01/2023		M			2,925	(8)	(8)	Class A Common Stock	2,925	$0	8,773	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 RSUs 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 $33.00 to $33.51, 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 were granted in multiple awards on November 5, 2019, which vest upon the satisfaction of a service condition and have no expiration date. The service condition is partially satisfied with respect to an aggregate of 2,998 shares that vest in four substantially equal amounts commencing on January 1, 2023 and for every three months of continuous service thereafter, and as to an aggregate of 2,522 that vest in four substantially equal amounts commencing on January 1, 2024 and for every three months of continuous service thereafter.

5. These RSUs were granted in multiple awards on November 12, 2020, which vest upon the satisfaction of a service condition and have no expiration date. The service condition is partially satisfied with respect to an aggregate of 2,010 shares that vest in four substantially equal amounts commencing on January 1, 2023 and for every three months of continuous service thereafter, and as to an aggregate of 1,340 shares that vest in four substantially equal amounts commencing on January 1, 2025 and for every three months of continuous service thereafter.

6. These RSUs were granted in multiple awards on November 11, 2021, which vest upon the satisfaction of a service condition and have no expiration date. The service condition is partially satisfied with respect to (i) an aggregate of 2,842 shares that vest in four substantially equal amounts commencing on January 1, 2023 and for every three months of continuous service thereafter, (ii) an aggregate of 3,376 shares that vest in four substantially equal amounts commencing on January 1, 2024 and for every three months of continuous service thereafter, (iii) an aggregate of 723 shares that vest in four substantially equal amounts commencing on January 1, 2025 and for every three months of continuous service thereafter, and (iv) an aggregate of 1,567 shares that vest in four substantially equal amounts commencing on January 1, 2026 and for every three months of continuous service thereafter.

7. These RSUs were granted in multiple awards on April 18, 2022, which vest upon the satisfaction of a service condition and have no expiration date. The service condition is partially satisfied on January 1, 2023 with respect to 1,811 shares and as to varying amounts of additional shares for every three months of continuous service thereafter over a period of five years.

8. These RSUs vest upon the satisfaction of a service condition and have no expiration date. The service condition is satisfied as to 1/6th of the shares on November 1, 2022 and as to an additional 1/6th of the shares for every one month of continuous service thereafter.

Remarks:

	Enrique Colbert, Attorney-In-Fact for Kate Gulliver	01/04/2023
	** 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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