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Filing Details

Accession Number:: 0001140361-15-042098
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-11-17 20:27:45
Reporting Period:: 2015-11-15

Filing Date:: 2015-11-17
Accepted Time:: 2015-11-17 20:27:45
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
1620020	Nicholas Malone	C/O Wayfair Inc., 4 Copley Place, 7Th Fl Boston MA 02116	Chief Administrative 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	2015-11-15	1,322	$0.00	146,573	No	4	C	Direct
Class A Common Stock	Disposition	2015-11-16	5,250	$36.11	141,323	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	2015-11-15	1,250	$0.00	1,250	$0.00
Class B Common Stock	Restricted Stock Units ("RSUs")	Disposition	2015-11-15	1,250	$0.00	1,250	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2015-11-15	2,500	$0.00	2,500	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2015-11-15	1,178	$36.52	1,178	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2015-11-15	1,322	$0.00	1,322	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
35,001	No	4	M	Direct
43,751	No	4	M	Direct
2,500	No	4	M	Direct
1,322	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 20, 2014.
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 March 15, 2014 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.
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 October 15, 2014 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.