Wayfair Inc. — Director's Dealing 2014

Nov 25, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Wayfair Inc. (W)
CIK: 0001616707
Period of Report: 2014-11-20

Reporting Person: VIKING GLOBAL INVESTORS LP (10% Owner)
Reporting Person: Viking Long Fund GP LLC (10% Owner)
Reporting Person: Viking Long Fund Master Ltd. (10% Owner)
Reporting Person: HALVORSEN OLE ANDREAS (10% Owner)
Reporting Person: Ott David C. (10% Owner)
Reporting Person: Purcell Thomas W. JR (10% Owner)
Reporting Person: Sundheim Daniel S. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-20	Class A Common Stock	P	17600	$22.7292	Acquired	1791536	Indirect
2014-11-20	Class A Common Stock	P	17600	$22.7292	Acquired	538711	Direct

Footnotes

F1: O. Andreas Halvorsen, David C. Ott, Thomas W. Purcell, Jr. and Daniel S. Sundheim are Executive Committee members of certain management entities including Viking Global Investors LP ("VGI"), Viking Global Performance LLC ("VGP") and Viking Long Fund GP LLC ("VLFGP"). VGI provides managerial services to various investment funds including Viking Global Equities LP ("VGE"), Viking Global Equities II LP ("VGE II") and VGE III Portfolio Ltd. ("VGE III"). VGP is the general partner of VGE and VGE II and the investment manager of VGE III. VLFGP serves as the investment manager of Viking Long Fund Master Ltd. ("VLFM", together with VGE, VGE II and VGE III, the "Viking Funds"; and VLFM together with Mr. Halvorsen, Mr. Ott, Mr. Purcell, Mr. Sundheim, VLFGP and VGI, the "Reporting Persons").

F2: VGI provides managerial services to (i) VGE, which directly holds 99,621 shares of Class A common stock and 327,594 shares of Class B common stock; (ii) VGE II, which directly holds 5,840 shares of Class A common stock and 19,214 shares of Class B common stock; (iii) VGE III, which directly holds 186,679 shares of Class A common stock and 613,877 shares of Class B common stock; and (iv) VLFM, which directly holds 228,410 shares of Class A common stock and 310,301 shares of Class B common stock. Because of the relationships between VGI and the Viking Funds, VGI may be deemed to beneficially own the shares of Class A common stock and Class B common stock directly held by the Viking Funds.

F3: VLFGP serves as the investment manager of VLFM. Because of the relationship between VLFGP and VLFM, VLFGP may be deemed to beneficially own the shares of Class A common stock and Class B common stock directly held by VLFM.

F4: The Reporting Persons disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

F5: On November 20, 2014, VLFM acquired 17,600 shares of Class A common stock. Consequently, VLFM directly holds 228,410 shares of Class A common stock and 310,301 shares of Class B common stock.