Wayfair Inc. — Director's Dealing 2014

Oct 9, 2014

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Wayfair Inc. (W)
CIK: 0001616707
Period of Report: 2014-10-01

Reporting Person: VIKING GLOBAL PERFORMANCE LLC (10% Owner)
Reporting Person: VGE III Portfolio Ltd. (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)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$0.00		Class A Common Stock (1270986)		Indirect
Class B Common Stock	$0.00		Class A Common Stock (613877)		Direct
Class B Common Stock	$0.00		Class A Common Stock (310301)		Direct

Footnotes

F1: Pursuant to the Restated Certificate of Incorporation of the Issuer, 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.

F2: 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 together with Mr. Halvorsen, Mr. Ott, Mr. Purcell, Mr. Sundheim, VGP, VGE III and VLFGP, the "Reporting Persons").

F3: The shares reported on this form were previously reported on the Form 3 of VGI filed with the Securities and Exchange Commission (the "Commission") on October 2, 2014 and the Form 3 of VGE and VGE II filed with the Commission on October 6, 2014. Mr. Halvorsen, Mr. Ott, Mr. Purcell, Mr. Sundheim, VGP, VLFGP, VGE III and VLFM were not listed as "Reporting Persons" thereon, because, at that time, they did not have the necessary filing codes.

F4: VGI provides managerial services to (i) VGE, which directly held 327,594 shares of Class B common stock as of October 1, 2014; (ii) VGE II, which directly held 19,214 shares of Class B common stock as of October 1, 2014; (iii) VGE III, which directly held 613,877 shares of Class B common stock as of October 1, 2014; and (iv) VLFM, which directly held 310,301 shares of Class B common stock as of October 1, 2014. Because of the relationships between VGI and the Viking Funds, VGI may be deemed to beneficially own the shares of Class B common stock directly held by the Viking Funds.

F5: VGP is the general partner of VGE and VGE II and the investment manager of VGE III. Because of the relationships between VGP and VGE, VGE II and VGE III, respectively, VGP may be deemed to beneficially own the shares of Class B common stock directly held by VGE, VGE II and VGE III.

F6: 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 B common stock directly held by VLFM.

F7: 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.

F8: As of October 1, 2014, VGE III and VLFM directly held 613,877 and 310,301 shares of Class B common stock, respectively.