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: GREAT HILL EQUITY PARTNERS IV LP (10% Owner)
Reporting Person: GREAT HILL INVESTORS LLC (10% Owner)
Reporting Person: GHP IV, LLC (10% Owner)
Reporting Person: Great Hill Partners GP IV, L.P. (10% Owner)
Reporting Person: GAFFNEY CHRISTOPHER S (10% Owner)
Reporting Person: HAYES JOHN G (10% Owner)
Reporting Person: Kumin Michael Andrew (Director, 10% Owner)
Reporting Person: Taber Mark D. (10% Owner)
Reporting Person: Vettel Matthew T (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-10-07	Class A Common Stock	C	2704	—	Acquired	2704	Direct
2014-10-07	Class A Common Stock	S	2704	$27.26	Disposed	0	Direct
2014-10-07	Class A Common Stock	C	991317	—	Acquired	991317	Direct
2014-10-07	Class A Common Stock	S	991317	$27.26	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	18930	Disposed		Class B Common Stock (18930)	Direct
2014-10-07	Series A-1 Preferred Stock	$	C	6940665	Disposed		Class B Common Stock (6940665)	Direct
2014-10-07	Series A-2 Preferred Stock	$	C	3245	Disposed		Class B Common Stock (3245)	Direct
2014-10-07	Series A-2 Preferred Stock	$	C	1189828	Disposed		Class B Common Stock (1189828)	Direct
2014-10-07	Class B Common Stock	$	C	18930	Acquired		Class A Common Stock (18930)	Direct
2014-10-07	Class B Common Stock	$	C	6940665	Acquired		Class A Common Stock (6940665)	Direct
2014-10-07	Class B Common Stock	$	C	3245	Acquired		Class A Common Stock (3245)	Direct
2014-10-07	Class B Common Stock	$	C	1189828	Acquired		Class A Common Stock (1189828)	Direct
2014-10-07	Class B Common Stock	$0	D	2704	Disposed		Class A Common Stock (2704)	Direct
2014-10-07	Class B Common Stock	$0	D	991317	Disposed		Class A Common Stock (991317)	Direct

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: These securities are owned by Great Hill Investors, LLC. Great Hill Investors, LLC is controlled by Christopher S. Gaffney, John G. Hayes, Michael A. Kumin, Mark D. Taber and Matthew T. Vettel and, as such, they may be deemed to indirectly beneficially own the shares beneficially owned by Great Hill Investors, LLC. Each of Messrs. Gaffney, Hayes, Kumin, Taber and Vettel disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

F4: This report is filed jointly by Great Hill Investors, LLC, Great Hill Equity Partners IV, L.P., GHP IV, LLC, Great Hill Partners GP IV, L.P., Christopher S. Gaffney, John G. Hayes, Michael A. Kumin, Mark D. Taber and Matthew T. Vettel.

F5: These securities are owned by Great Hill Equity Partners IV, L.P. Great Hill Partners GP IV, L.P. is the sole general partner of Great Hill Equity Partners IV, L.P. and GHP IV, LLC is the sole general partner of Great Hill Partners GP IV, L.P. GHP IV, LLC is controlled by Christopher S. Gaffney, John G. Hayes, Michael A. Kumin, Mark D. Taber and Matthew T. Vettel and, as such, they may be deemed to indirectly beneficially own the shares beneficially owned by Great Hill Equity Partners IV, L.P. Each of Messrs. Gaffney, Hayes, Kumin, Taber and Vettel disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.