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: Malone Nicholas (Chief Administrative Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-10-07	Class A Common Stock	C	152573	—	Acquired	152573	Direct
2014-10-07	Class A Common Stock	A	30477	—	Acquired	183050	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-10-07	Class B Common Stock	$	C	152573	Disposed		Class A Common Stock (152573)	Direct
2014-10-07	Restricted Stock Units ("RSUs")	$	M	27183	Disposed	2018-08-03	Class B Common Stock (27183)	Direct
2014-10-07	Restricted Stock Units ("RSUs")	$	M	22499	Disposed	2020-05-14	Class B Common Stock (22499)	Direct
2014-10-07	Class B Common Stock	$	M	49682	Acquired		Class A Common Stock (49682)	Direct
2014-10-07	Class B Common Stock	$	F	19205	Disposed		Class A Common Stock (19205)	Direct
2014-10-07	Class B Common Stock	$	C	30477	Disposed		Class A Common Stock (30477)	Direct

Footnotes

F1: These shares are restricted stock and subject to forfeiture in the event such shares remain unvested upon the end of the holder's continuous service. The shares vest as to 1/5th of the shares on March 15, 2011 and as to an additional 1/60th of the shares for each month of continuous service thereafter.

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 662/3% 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: Each RSU represents a contingent right to receive one share of Class B Common Stock when vested.

F4: These RSUs vest upon the satisfaction of a service condition and an event condition. The service condition is satisfied as to 1/5th of the shares on June 21, 2012 and as to an additional 1/60th of the shares for each month of continuous service thereafter. The event condition was satisfied on the closing of the issuer's initial public offering of Class A Common Stock.

F5: These RSUs vest upon the satisfaction of a service condition and an event condition. The service condition is satisfied as to 1/5th of the shares on March 15, 2014 and as to an additional 1/60th of the shares for each month of continuous service thereafter. The event condition was satisfied on the closing of the issuer's initial public offering of Class A Common Stock.