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Filing Details

Accession Number:: 0001179110-14-015341
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-10-09 17:43:58
Reporting Period:: 2014-10-07

Filing Date:: 2014-10-09
Accepted Time:: 2014-10-09 17:43:58
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
1049250	S Christopher Gaffney	One Liberty Square Boston MA 02109	No	No	Yes	No
1049251	G John Hayes	One Liberty Square Boston MA 02109	No	No	Yes	No
1161866	Great Hill Investors Llc	One Liberty Square Boston MA 02109	No	No	Yes	No
1365655	T Matthew Vettel	One Liberty Square Boston MA 02109	No	No	Yes	No
1368414	Andrew Michael Kumin	C/O Wayfair Inc. 4 Copley Place, 7Th Floor Boston MA 02116	Yes	No	Yes	No
1437849	Great Hill Equity Partners Iv Lp	One Liberty Square Boston MA 02109	No	No	Yes	No
1486578	Great Hill Partners Gp Iv, L.p.	One Liberty Square Boston MA 02109	No	No	Yes	No
1486581	Ghp Iv, Llc	One Liberty Square Boston MA 02109	No	No	Yes	No
1576430	D. Mark Taber	One Liberty Square Boston MA 02109	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
Class A Common Stock	Acquisiton	2014-10-07	2,704	$0.00	2,704	No	4	C	Direct
Class A Common Stock	Disposition	2014-10-07	2,704	$27.26	0	No	4	S	Direct
Class A Common Stock	Acquisiton	2014-10-07	991,317	$0.00	991,317	No	4	C	Direct
Class A Common Stock	Disposition	2014-10-07	991,317	$27.26	0	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	C	Direct
No	4	S	Direct
No	4	C	Direct
No	4	S	Direct

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	18,930	$0.00	18,930	$0.00
Class B Common Stock	Series A-1 Preferred Stock	Disposition	2014-10-07	6,940,665	$0.00	6,940,665	$0.00
Class B Common Stock	Series A-2 Preferred Stock	Disposition	2014-10-07	3,245	$0.00	3,245	$0.00
Class B Common Stock	Series A-2 Preferred Stock	Disposition	2014-10-07	1,189,828	$0.00	1,189,828	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2014-10-07	18,930	$0.00	18,930	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2014-10-07	6,940,665	$0.00	6,940,665	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2014-10-07	3,245	$0.00	3,245	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2014-10-07	1,189,828	$0.00	1,189,828	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2014-10-07	2,704	$0.00	2,704	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2014-10-07	991,317	$0.00	991,317	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	No	4	C	Direct
0	No	4	C	Direct
0	No	4	C	Direct
0	No	4	C	Direct
18,930	No	4	C	Direct
6,940,665	No	4	C	Direct
22,175	No	4	C	Direct
8,130,493	No	4	C	Direct
19,471	No	4	D	Direct
7,139,176	No	4	D	Direct

Footnotes

Each share of Series A-1 Preferred Stock and Series A-2 Preferred Stock, each of which has no expiration date, automatically converted into one share of Class B Common Stock upon the consummation of the issuer's initial public offering.
Each share of Class B Common Stock, which has no expiration date, 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 automatically convert into one share of Class A Common Stock (a) upon transfer thereof, subject to certain exceptions, (b) upon the date on which the outstanding shares of Class B Common Stock represent less than 10% of the aggregate number of shares of the then outstanding Class A Common Stock and Class B Common Stock, or (c) in the event that holders of at least 66 2/3% of the then outstanding shares of Class B Common Stock elect to convert all shares of Class B Common Stock into shares of Class A Common Stock.
These securities are owned by Great Hill Investors, LLC. Great Hill Investors, LLC is controlled by Christopher S. Gaffney, John G. Hayes, Michael A. Kumin, Mark D. Taber and Matthew T. Vettel and, as such, they may be deemed to indirectly beneficially own the shares beneficially owned by Great Hill Investors, LLC. Each of Messrs. Gaffney, Hayes, Kumin, Taber and Vettel disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
This report is filed jointly by Great Hill Investors, LLC, Great Hill Equity Partners IV, L.P., GHP IV, LLC, Great Hill Partners GP IV, L.P., Christopher S. Gaffney, John G. Hayes, Michael A. Kumin, Mark D. Taber and Matthew T. Vettel.
These securities are owned by Great Hill Equity Partners IV, L.P. Great Hill Partners GP IV, L.P. is the sole general partner of Great Hill Equity Partners IV, L.P. and GHP IV, LLC is the sole general partner of Great Hill Partners GP IV, L.P. GHP IV, LLC is controlled by Christopher S. Gaffney, John G. Hayes, Michael A. Kumin, Mark D. Taber and Matthew T. Vettel and, as such, they may be deemed to indirectly beneficially own the shares beneficially owned by Great Hill Equity Partners IV, L.P. Each of Messrs. Gaffney, Hayes, Kumin, Taber and Vettel disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.