Niraj Shah - Nov 26, 2024 Form 4/A - Amendment Insider Report for Wayfair Inc. (W)

Role: Chief Executive Officer, Director, 10%+ Owner
Signature: /s/ Enrique Colbert, Attorney-in-fact for Niraj Shah
Stock symbol: W
Transactions as of: Nov 26, 2024
Transactions value $: $0
Form type: 4/A - Amendment
Date filed: 1/23/2025, 09:05 PM
Date Of Original Report: Nov 27, 2024
Previous filing: Nov 22, 2024
Next filing: Dec 9, 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	W	Class A Common Stock	Conversion of derivative security	$0	+517K	+288.33%	$0.00	696K	Nov 26, 2024	Direct	F1, F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	W	Class B Common Stock	Conversion of derivative security	$0	-517K	-4.7%	$0.00	10.5M	Nov 26, 2024	Class A Common Stock	517K		Direct	F1, F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On November 27, 2024, the reporting person filed a Form 4 (the "Original Filing") which inadvertently reported that on November 26, 2024, he converted, at his election, 500,000 shares of his Class B Common Stock into Class A Common Stock and acquired 500,000 shares of Class A Common Stock. In fact, as reported in this amendment, on November 26, 2024, the reporting person converted, at his election, 516,500 shares of his Class B Common Stock into Class A Common Stock and acquired 516,500 shares of Class A Common Stock.
F2	On November 26, 2024, the reporting person converted, at his election, 516,500 shares of his Class B Common Stock into Class A Common Stock. Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock and has no expiration date.
F3	The Original Filing also inadvertently reported that, following the conversion and acquisition referenced in footnote (1) above, the reporting person directly owned 679,137 shares of Class A Common Stock and 10,490,996 shares of Class B Common Stock. In fact, as reported in this amendment, following such conversion and acquisition, the reporting person directly owned 695,637 shares of Class A Common Stock and 10,474,496 shares of Class B Common Stock. As a result of the foregoing inadvertent errors, the ending balance of shares of Class A Common Stock in the Original Filing and all subsequently filed Forms 4 underreported 16,500 shares of Class A Common Stock directly owned by the reporting person. This amendment also serves to correct the ending balance of Class A Common Stock directly owned by the reporting person as of November 27, 2024, and in all Forms 4 filed thereafter but prior to the filing of this amendment. All subsequent Form 4 filings will reflect this correction.