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: HarbourVest Partners VIII-Venture Fund L.P. (10% Owner)
Reporting Person: HARBOURVEST PARTNERS VIII-VENTURE ASSOCIATES L.P. (10% Owner)
Reporting Person: HARBOURVEST PARTNERS VIII-VENTURE ASSOCIATES LLC (10% Owner)
Reporting Person: HarbourVest Partners/NYSTRS Co-Investment Fund L.P. (10% Owner)
Reporting Person: HIPEP VI Select Associates L.P. (10% Owner)
Reporting Person: HIPEP VI Select Associates LLC (10% Owner)
Reporting Person: HARBOURVEST PARTNERS 2007 DIRECT FUND L.P. (10% Owner)
Reporting Person: HARBOURVEST PARTNERS 2007 DIRECT ASSOCIATES L.P. (10% Owner)
Reporting Person: HARBOURVEST PARTNERS 2007 DIRECT ASSOCIATES LLC (10% Owner)
Reporting Person: HARBOURVEST PARTNERS LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-10-07	Class A Common Stock	C	150936	—	Acquired	150936	Direct
2014-10-07	Class A Common Stock	S	150936	$29.00	Disposed	0	Direct
2014-10-07	Class A Common Stock	C	150936	—	Acquired	150936	Direct
2014-10-07	Class A Common Stock	S	150936	$29.00	Disposed	0	Direct
2014-10-07	Class A Common Stock	C	301874	—	Acquired	301874	Direct
2014-10-07	Class A Common Stock	S	301874	$29.00	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-10-07	Series A-1 Preferred Stock	$	C	1070707	Disposed		Class A Common Stock (1070707)	Direct
2014-10-07	Series A-2 Preferred Stock	$	C	183550	Disposed		Class A Common Stock (183550)	Direct
2014-10-07	Class B Common Stock	$	C	1254257	Acquired		Class A Common Stock (1254257)	Direct
2014-10-07	Class B Common Stock	$	C	150936	Disposed		Class A Common Stock (150936)	Direct
2014-10-07	Series A-1 Preferred Stock	$	C	1070707	Disposed		Class A Common Stock (1070707)	Direct
2014-10-07	Series A-2 Preferred Stock	$	C	183550	Disposed		Class A Common Stock (183550)	Direct
2014-10-07	Class B Common Stock	$	C	1254257	Acquired		Class A Common Stock (1254257)	Direct
2014-10-07	Class B Common Stock	$	C	150936	Disposed		Class A Common Stock (150936)	Direct
2014-10-07	Series A-1 Preferred Stock	$	C	2141414	Disposed		Class A Common Stock (2141414)	Direct
2014-10-07	Series A-2 Preferred Stock	$	C	367100	Disposed		Class A Common Stock (367100)	Direct
2014-10-07	Class B Common Stock	$	C	2508514	Acquired		Class A Common Stock (2508514)	Direct
2014-10-07	Class B Common Stock	$	C	301874	Disposed		Class A Common Stock (301874)	Direct

Footnotes

F1: Conversion of shares of Class B common stock of the Issuer into shares of Class A common stock of the Issuer on a one-for-one basis.

F2: These securities are owned solely by HarbourVest Partners VIII-Venture Fund, L.P. ("HV Ventures"). HarbourVest Partners, LLC is the managing member of HarbourVest VIII-Venture Associates LLC, which is the general partner of HarbourVest VIII-Venture Associates L.P., which is the general partner of HV Ventures. Each of HarbourVest Partners, LLC, HarbourVest VIII-Venture Associates LLC and HarbourVest VIII-Venture Associates L.P. may be deemed to have a beneficial interest in the securities held by HV Ventures and each disclaims beneficial ownership of the securities held by HV Ventures, except to the extent of its pecuniary interest which is subject to indeterminable future events.

F3: Each of HV Co-Invest (as defined below), HIPEP VI Select Associates LLC, HIPEP VI Select Associates L.P., HV Direct (as defined below), HarbourVest 2007 Direct Associates LLC and HarbourVest 2007 Direct Associates L.P. disclaims beneficial ownership of the securities held by HV Ventures and this report shall not be deemed an admission that any such reporting person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act or for any other purpose.

F4: These securities are owned solely by HarbourVest/NYSTRS Co-invest Fund L.P. ("HV Co-Invest"). HarbourVest Partners, LLC is the managing member of HIPEP VI Select Associates LLC, which is the general partner of HIPEP VI Select Associates L.P., which is the general partner of HV Co-Invest. Each of HarbourVest Partners, LLC, HIPEP VI Select Associates LLC and HIPEP VI Select Associates L.P. may be deemed to have a beneficial interest in the securities held by HV Co-Invest and each disclaims beneficial ownership of the securities held by HV Co-Invest, except to the extent of its pecuniary interest which is subject to indeterminable future events.

F5: Each of HV Ventures, HarbourVest VIII-Venture Associates LLC, HarbourVest VIII-Venture Associates L.P., HV Direct, HarbourVest 2007 Direct Associates LLC and HarbourVest 2007 Direct Associates L.P. disclaims beneficial ownership of the securities held by HV Co-Invest and this report shall not be deemed an admission that any such reporting person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act or for any other purpose.

F6: These securities are owned solely by HarbourVest Partners 2007 Direct Fund L.P. ("HV Direct"). HarbourVest Partners, LLC is the managing member of HarbourVest 2007 Direct Associates LLC, which is the general partner of HarbourVest 2007 Direct Associates L.P., which is the general partner of HV Direct. Each of HarbourVest Partners, LLC, HarbourVest 2007 Direct Associates LLC and HarbourVest 2007 Direct Associates L.P. may be deemed to have a beneficial interest in the securities held by HV Direct and each disclaims beneficial ownership of the securities held by HV Direct, except to the extent of its pecuniary interest which is subject to indeterminable future events.

F7: Each of HV Co-Invest, HIPEP VI Select Associates LLC, HIPEP VI Select Associates L.P., HV Ventures, HarbourVest VIII-Venture Associates LLC and HarbourVest VIII-Venture Associates L.P. disclaims beneficial ownership of the securities held by HV Direct and this report shall not be deemed an admission that any such reporting person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act or for any other purpose.

F8: Each share of Series A-1 preferred stock and each share of Series A-2 preferred stock automatically converted into shares of Class B common stock of the Issuer on a one-for-one basis and has no expiration date.

F9: Each share of Class B common stock is immediately convertible into shares of Class A common stock of the Issuer on a one-for-one basis. These securities have no expiration date.

F10: Shares of Class A common stock sold in the Issuer's initial public offering at the price to public of $29.00 per share (before the underwriting discount of $1.74 per share).