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Filing Details

Accession Number:: 0001209191-14-062669
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-10-09 17:20:44
Reporting Period:: 2014-10-07

Filing Date:: 2014-10-09
Accepted Time:: 2014-10-09 17:20:44
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1616707	Wayfair Inc.	W	Retail-Catalog & Mail-Order Houses (5961)	364791999

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1192362	D Richard Frisbie	C/O Battery Ventures One Marina Park Drive, Suite 1100 Boston MA 02210	No	No	Yes	No
1192451	P Kenneth Lawler	C/O Battery Ventures One Marina Park Drive, Suite 1100 Boston MA 02210	No	No	Yes	No
1192462	J Thomas Crotty	C/O Battery Ventures One Marina Park Drive, Suite 1100 Boston MA 02210	No	No	Yes	No
1199925	David R Tabors	C/O Battery Ventures One Marina Park Drive, Suite 1100 Boston MA 02210	No	No	Yes	No
1199926	R Scott Tobin	C/O Battery Ventures One Marina Park Drive, Suite 1100 Boston MA 02210	No	No	Yes	No
1354614	Maurice Michael Brown	C/O Battery Ventures One Marina Park Drive, Suite 1100 Boston MA 02210	No	No	Yes	No
1404868	H Roger Lee	C/O Battery Ventures One Marina Park Drive, Suite 1100 Boston MA 02210	No	No	Yes	No
1548594	Battery Management Corp.	One Marina Park Drive, Suite 1100 Boston MA 02210	No	No	Yes	No
1568322	Jesse Feldman	C/O Battery Ventures One Marina Park Drive, Suite 1100 Boston MA 02210	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2014-10-07	552,233	$0.00	552,233	No	4	C	Indirect	See footnote
Class A Common Stock	Disposition	2014-10-07	552,233	$27.26	0	No	4	S	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See footnote
No	4	S	Indirect	See footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class B Common Stock	Series A-1 Preferred Stock	Disposition	2014-10-07	3,747,474	$0.00	3,747,474	$0.00
Class B Common Stock	Series A-2 Preferred Stock	Disposition	2014-10-07	642,424	$0.00	642,424	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2014-10-07	4,389,898	$0.00	4,389,898	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2014-10-07	552,233	$0.00	552,233	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	No	4	C	Indirect
0	No	4	C	Indirect
4,389,898	No	4	C	Indirect
3,837,665	No	4	C	Indirect

Footnotes

The sole general partner of Battery Ventures IX (AIV I), L.P. ("Battery Ventures IX (AIV) I") is Battery Partners IX (AIV I), LLC. The sole managing member of Battery Investment Partners IX, LLC ("BIP IX") is Battery Partners IX, LLC. Battery Partners IX (AIV I), LLC's and Battery Partners IX, LLC's investment advisor is Battery Management Corp. (together with Battery Partners IX (AIV I), LLC and Battery Partners IX, LLC, the "Battery Companies"). Neeraj Agrawal, Michael Brown, Thomas J. Crotty, Jesse Feldman, Richard D. Frisbie, Kenneth P. Lawler, Roger H. Lee, R. David Tabors and Scott R. Tobin are the managing members and officers of the Battery Companies and may be deemed to share voting and dispostive power over the shares held by Battery Ventures IX (AIV I) and BIP IX.
Consists of 546,766 shares held by Battery Ventures IX (AIV I) and 5,467 shares held by BIP IX.
Consists of 546,766 shares sold by Battery Ventures IX (AIV I) and 5,467 shares sold by BIP IX.
Each share of the issuer's Series A-1 Preferred Stock and Series A-2 Preferred Stock automatically converted into one (1) share of Class B common stock immediately prior to the closing of the issuer's initial public offering, and has no expiration date.
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. In addition, each share of Class B common stock will convert automatically into one share of Class A common stock upon any transfer, whether or not for value and whether voluntary or involuntary or by operation of law, except for certain transfers described in the issuer's restated certificate of incorporation, including, without limitation, certain transfers for tax and estate planning purposes.
In addition, upon the earlier of (i) the date on which the outstanding shares of Class B common stock represent less than 10% of the aggregate number of the then outstanding shares of Class A common stock and Class B common stock or (ii) the affirmative vote or written consent of the holders of at least 66-2/3% of the outstanding shares of Class B common stock, all outstanding shares of Class B common stock shall convert automatically into Class A common stock.
Battery Ventures IX (AIV I) owned 3,710,374 shares of Series A-1 Preferred Stock and BIP IX owned 37,100 shares of Series A-1 Preferred Stock.
Battery Ventures IX (AIV I) owned 636,065 shares of Series A-2 Preferred Stock and BIP IX owned 6,359 shares of Series A-2 Preferred Stock.
Consists of 4,346,439 shares held by Battery Ventures IX (AIV I) and 43,459 shares held by BIP IX.
Consists of 3,799,673 shares held by Battery Ventures IX (AIV I) and 37,992 shares held by BIP IX.