Wayfair Inc. — Director's Dealing 2014

Oct 2, 2014

SEC Form 3 — Initial Statement of Beneficial Ownership

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

Reporting Person: Finkelstein Alex (Director, 10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A-1 Preferred Stock	$		Class B Common Stock (2650535)		Indirect
Series A-1 Preferred Stock	$		Class B Common Stock (26232)		Indirect
Series A-2 Preferred Stock	$		Class B Common Stock (454376)		Indirect
Series A-2 Preferred Stock	$		Class B Common Stock (4498)		Indirect

Footnotes

F1: Upon the closing of the Issuer's initial public offering of its Class A Common Stock, each share of Series A-1 Preferred Stock and Series A-2 Preferred Stock will automatically convert into one share of Class B Common Stock. These shares have no expiration date.

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.

F3: The reported securities are owned directly by Spark Capital III (AIV I), L.P. ("SCIII (AIV I)"). Spark Management Partners III (AIV I), LLC ("SMPIII (AIV I)") is the general partner of SCIII (AIV I). Alex Finkelstein ("Finkelstein") is a managing member of SMPIII (AIV I). Finkelstein may be deemed to beneficially own these shares, but disclaims beneficial ownership of these securities and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.

F4: The reported securities are owned directly by Spark Capital Founders' Fund III, L.P. ("SCFFIII") Spark Management Partners III, LLC ("SMPIII") is the general partner of SCFFIII. Finkelstein is a managing member of SMPIII. Finkelstein may be deemed to beneficially own these shares, but disclaims beneficial ownership of these securities and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.