Wayfair Inc.

01/03/2025 | Press release | Distributed by Public on 01/03/2025 18:12

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Gulliver Kate
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
(Last) (First) (Middle)
C/O WAYFAIR INC., 4 COPLEY PLACE 		3. Date of Earliest Transaction (Month/Day/Year)
01/01/2025
(Street)
BOSTON, MA 02116 		4. If Amendment, Date 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
(City) (State) (Zip)
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 01/01/2025 M 335 A $ 0 110,856 D
Class A Common Stock 01/01/2025 M 180 A $ 0 111,036 D
Class A Common Stock 01/01/2025 M 586 A $ 0 111,622 D
Class A Common Stock 01/01/2025 M 1,389 A $ 0 113,011 D
Class A Common Stock 01/01/2025 M 22,927 A $ 0 135,938 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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") (1) 01/01/2025 M 335 (2) (2) Class A Common Stock 335 $ 0 1,005 D
Restricted Stock Unit ("RSU") (1) 01/01/2025 M 180 (3) (3) Class A Common Stock 180 $ 0 2,110 D
Restricted Stock Unit ("RSU") (1) 01/01/2025 M 586 (4) (4) Class A Common Stock 586 $ 0 2,330 D
Restricted Stock Units ("RSUs") (1) 01/01/2025 M 1,389 (5) (5) Class A Common Stock 1,389 $ 0 5,437 D
Restricted Stock Unit ("RSU") (1) 01/01/2025 M 22,927 (6) (6) Class A Common Stock 22,927 $ 0 0 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gulliver Kate
C/O WAYFAIR INC., 4 COPLEY PLACE
BOSTON, MA 02116 		CFO and Chief Admin Officer

Signatures

/s/ Enrique Colbert, Attorney-In-Fact for Kate Gulliver 01/03/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.
(2) These RSUs, which were granted on November 12, 2020, vest upon the satisfaction of a service condition and have no expiration date. With respect to the number of shares that have not vested, subject to continued service on each applicable vesting date, 335 shares will vest on each of April 1, 2025, July 1, 2025, and October 1, 2025.
(3) These RSUs, which were granted on November 11, 2021, vest upon the satisfaction of a service condition and have no expiration date. With respect to the number of shares that have not vested, subject to continued service on each applicable vesting date, 181 shares will vest on each of April 1, 2025, July 1, 2025, and October 1, 2025, and an aggregate of 1,567 shares will vest in substantially equal quarterly amounts commencing on January 1, 2026.
(4) These RSUs, which were granted on April 18, 2022, vest upon the satisfaction of a service condition and have no expiration date. With respect to the number of shares that have not vested, subject to continued service on each applicable vesting date, 587 shares will vest on April 1, 2025, an aggregate of 868 shares will vest in equal quarterly amounts commencing July 1, 2025, and an aggregate of 875 shares will vest in substantially equal quarterly amounts commencing July 1, 2026.
(5) These RSUs, which were granted on February 1, 2023, vest upon the satisfaction of a service condition and have no expiration date. With respect to the number of shares that have not vested, subject to continued service on each applicable vesting date, 1,389 shares will vest on April 1, 2025, an aggregate of 2,336 shares will vest in equal quarterly amounts commencing July 1, 2025, and an aggregate of 1,712 shares will vest in equal quarterly amounts commencing July 1, 2026.
(6) These RSUs, which were granted on December 12, 2024, vest upon the satisfaction of a service condition and have no expiration date. The service condition was fully satisfied on January 1, 2025.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.