FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Oblak Steve
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)
Chief Commercial Officer
(Last)          (First)          (Middle)

C/O WAYFAIR INC., 4 COPLEY PLACE
3. Date of Earliest Transaction (MM/DD/YYYY)

7/15/2021
(Street)

BOSTON, MA 02116
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 7/15/2021  M  3000 A$0 144462 D  
Class A Common Stock 7/16/2021  S(1)  170 D$282.77 (2)144292 D  
Class A Common Stock 7/16/2021  S(1)  53 D$284.67 (3)144239 D  
Class A Common Stock 7/16/2021  S(1)  310 D$285.18 (4)143929 D  
Class A Common Stock 7/16/2021  S(1)  402 D$286.80 (5)143527 D  
Class A Common Stock 7/16/2021  S(1)  400 D$287.91 (6)143127 D  
Class A Common Stock 7/19/2021  S(7)  833 D$275.78 142294 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units ("RSUs")  (8)7/15/2021  M     3000   (9) (9)Class A Common Stock 3000.0 $0 18000 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 $282.67 to $283.32, 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) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $284.64 to $284.68, 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.
(4) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $284.75 to $285.68, 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.
(5) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $286.53 to $287.18, 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.
(6) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $287.60 to $288.21, 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.
(7) Represents sales effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
(8) Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.
(9) These RSUs vest upon the satisfaction of a service condition and have no expiration date. The service condition is satisfied as to 1/20th of the shares on April 15, 2018 and as to an additional 1/20th of the shares for every three months of continuous service thereafter.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Oblak Steve
C/O WAYFAIR INC., 4 COPLEY PLACE
BOSTON, MA 02116


Chief Commercial Officer

Signatures
/s/ Enrique Colbert, Attorney-in-fact for Steve Oblak7/19/2021
**Signature of Reporting PersonDate

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