Form 4 for W Wayfair Inc.
Accepted 2022-03-07 00:00:00 ET · period of report 2022-03-03 · accession 0000904454-22-000227 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2022-03-07 | 2022-03-03 | W | Choe Michael W. | Dir | P - Purchase | $122.24 | +10.0K | 115.2K | +10% | +$1.22M |
| DMI | 2022-03-07 | 2022-03-03+ | W | Choe Michael W. | Dir | P - Purchase | — | 0 | 6.00M | New | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2022-03-03 | P | A | 10,000 | $122.24 | 115,160 | D | — | — | |
| 2 | Derivative | 0.625% Convertible Senior Notes due 2025 | 2022-03-07 | P | A | — | $857,500.00 | 22,000,000 | I Footnote | — · — to — | 2,397.20 Class A Common Stock | (F3) 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. (F4) 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. |
| 3 | Derivative | 1.00% Convertible Senior Notes due 2026 | 2022-03-03 | P | A | — | $2,315,000.00 | 4,000,000 | I Footnote | — · — to — | 13,469.80 Class A Common Stock | (F3) 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. (F2) 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. |
| 4 | Derivative | 0.625% Convertible Senior Notes due 2025 | 2022-03-07 | P | A | — | $862,500.00 | 21,000,000 | I Footnote | — · — to — | 2,397.20 Class A Common Stock | (F3) 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. (F4) 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. |
| 5 | Derivative | 1.00% Convertible Senior Notes due 2026 | 2022-03-07 | P | A | — | $2,320,000.00 | 14,000,000 | I Footnote | — · — to — | 13,469.80 Class A Common Stock | (F3) 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. (F2) 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. |
| 6 | Derivative | 1.00% Convertible Senior Notes due 2026 | 2022-03-07 | P | A | — | $2,310,000.00 | 12,000,000 | I Footnote | — · — to — | 13,469.80 Class A Common Stock | (F3) 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. (F2) 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. |
| 7 | Derivative | 0.625% Convertible Senior Notes due 2025 | 2022-03-07 | P | A | — | $5,182,500.00 | 20,000,000 | I Footnote | — · — to — | 14,383.20 Class A Common Stock | (F3) 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. (F4) 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. |
| 8 | Derivative | 1.00% Convertible Senior Notes due 2026 | 2022-03-04 | P | A | — | $1,151,250.00 | 10,000,000 | I Footnote | — · — to — | 6,734.90 Class A Common Stock | (F3) 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. (F2) 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. |
| 9 | Derivative | 1.00% Convertible Senior Notes due 2026 | 2022-03-04 | P | A | — | $1,152,500.00 | 9,000,000 | I Footnote | — · — to — | 6,734.90 Class A Common Stock | (F3) 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. (F2) 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. |
| 10 | Derivative | 0.625% Convertible Senior Notes due 2025 | 2022-03-04 | P | A | — | $1,715,000.00 | 14,000,000 | I Footnote | — · — to — | 4,794.40 Class A Common Stock | (F3) 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. (F4) 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. |
| 11 | Derivative | 1.00% Convertible Senior Notes due 2026 | 2022-03-03 | P | A | — | $1,147,500.00 | 8,000,000 | I Footnote | — · — to — | 6,734.90 Class A Common Stock | (F3) 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. (F2) 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. |
| 12 | Derivative | 1.00% Convertible Senior Notes due 2026 | 2022-03-03 | P | A | — | $1,140,000.00 | 7,000,000 | I Footnote | — · — to — | 6,734.90 Class A Common Stock | (F3) 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. (F2) 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. |
| 13 | Derivative | 1.00% Convertible Senior Notes due 2026 | 2022-03-03 | P | A | — | $1,150,000.00 | 5,000,000 | I Footnote | — · — to — | 6,734.90 Class A Common Stock | (F3) 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. (F2) 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. |
| 14 | Derivative | 1.00% Convertible Senior Notes due 2026 | 2022-03-03 | P | A | — | $1,152,500.00 | 6,000,000 | I Footnote | — · — to — | 6,734.90 Class A Common Stock | (F3) 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. (F2) 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. |