Wayfair Inc. — Director's Dealing 2014

Oct 10, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Conine Steven (Director, Chief Technology Officer, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-10-07	Series A-2 Preferred Stock	$	C	428283	Disposed		Class B Common Stock (428283)	Direct
2014-10-07	Class B Common Stock	$	C	428283	Acquired		Class A Common Stock (428283)	Direct

Footnotes

F1: Each share of Series A-2 Preferred Stock, 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 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.