Wayfair Inc. — Director's Dealing 2014

Oct 9, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Wayfair Inc. (W)
CIK: 0001616707
Period of Report: 2014-10-07

Reporting Person: Spark Capital III (AIV I), L.P. (10% Owner)
Reporting Person: Spark Capital Founders' Fund III, L.P. (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-10-07	Series A-1 Preferred Stock	$	C	2650535	Disposed		Class B Common Stock (2650535)	Indirect
2014-10-07	Series A-1 Preferred Stock	$	C	26232	Disposed		Class B Common Stock (26232)	Indirect
2014-10-07	Series A-2 Preferred Stock	$	C	454376	Disposed		Class B Common Stock (454376)	Indirect
2014-10-07	Series A-2 Preferred Stock	$	C	4498	Disposed		Class B Common Stock (4498)	Indirect
2014-10-07	Class B Common Stock	$	C	2650535	Acquired		Class A Common Stock (2650535)	Indirect
2014-10-07	Class B Common Stock	$	C	26232	Acquired		Class A Common Stock (26232)	Indirect
2014-10-07	Class B Common Stock	$	C	454376	Acquired		Class A Common Stock (454376)	Indirect
2014-10-07	Class B Common Stock	$	C	4498	Acquired		Class A Common Stock (4498)	Indirect

Footnotes

F1: 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.

F2: 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.

F3: The reported securities are owned directly by Spark Capital III (AIV I), L.P. ("SCIII (AIV I)"). Spark Management Partners III (AIV I), LLC ("SMPIII (AIV I)") is the general partner of SCIII (AIV I). SMPIII (AIV I) may be deemed to beneficially own these shares, but disclaims beneficial ownership of these securities and this report shall not be deemed an admission that it is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein.

F4: The reporting persons may be deemed to be part of a group with beneficial ownership of more than 10% of the Issuer's Class A Common Stock, which is a class of equity securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), by virtue of the treatment of only the Class B Common Stock held by the reporting persons as being converted into Class A Common Stock for the purpose of computing the reporting persons' percentage ownership of Class A Common Stock. The filing of this Form 4 shall not be deemed an admission that the reporting persons are required to file reports pursuant to Section 16 of the Exchange Act.

F5: The reported securities are owned directly by Spark Capital Founders' Fund III, L.P. ("SCFFIII"). Spark Management Partners III, LLC ("SMPIII") is the general partner of SCFFIII. SMPIII may be deemed to beneficially own these shares, but disclaims beneficial ownership of these securities and this report shall not be deemed an admission that it is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein.