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Filing Details

Accession Number:: 0001140361-15-035786
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-09-23 20:35:50
Reporting Period:: 2015-09-21

Filing Date:: 2015-09-23
Accepted Time:: 2015-09-23 20:35:50
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	Insider Title	Director	Officer	Large Shareholder	Other
1620005	James Savarese	C/O Wayfair Inc., 4 Copley Place, 7Th Fl Boston MA 02116	Chief Operating Officer	No	Yes	No	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	2015-09-21	1,474	$0.00	642,858	No	4	C	Direct
Class A Common Stock	Disposition	2015-09-23	7,000	$34.64	635,858	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
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	Restricted Stock Units ("RSUs")	Disposition	2015-09-21	2,788	$0.00	2,788	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2015-09-21	2,788	$0.00	2,788	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2015-09-21	1,314	$34.14	1,314	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2015-09-21	1,474	$0.00	1,474	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
25,093	No	4	M	Direct
2,788	No	4	M	Direct
1,474	No	4	F	Direct
0	No	4	C	Direct

Footnotes

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. 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.
The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 24, 2014.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.16 to $35.00, 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.
Each RSU represents a contingent right to receive one share of Class B Common Stock when vested.
These RSUs vest upon the satisfaction of a service condition and an event condition and have no expiration date. The service condition is satisfied as to 1/5th of the shares on June 21, 2012 and as to an additional 1/60th of the shares for each month of continuous service thereafter. The event condition was satisfied on the closing of the issuer's initial public offering of Class A Common Stock.