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: Battery Management Corp. (10% Owner)
Reporting Person: BROWN MICHAEL MAURICE (10% Owner)
Reporting Person: CROTTY THOMAS J (10% Owner)
Reporting Person: Feldman Jesse (10% Owner)
Reporting Person: FRISBIE RICHARD D (10% Owner)
Reporting Person: LAWLER KENNETH P (10% Owner)
Reporting Person: Lee Roger H (10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A-1 Preferred Stock	$		Class B Common Stock (3747474)		Indirect
Series A-2 Preferred Stock	$		Class B Common Stock (642424)		Indirect

Footnotes

F1: Each share of the issuer's Series A-1 Preferred Stock and Series A-2 Preferred Stock will be automatically converted into one (1) share of Class B Common Stock immediately prior to the closing of the issuer's initial public offering, and has no expiration date.

F2: The Reporting Person disclaims beneficial ownership of these securities except to the extent of his 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.

F3: Consists of 3,710,374 shares of Series A-1 Preferred Stock held by Battery Ventures IX (AIV I), L.P. ("Battery Ventures IX (AIV I)") and 37,100 shares of Series A-1 Preferred Stock held by Battery Investment Partners IX, LLC ("BIP IX").

F4: The sole general partner of Battery Ventures IX (AIV I) is Battery Partners IX (AIV I), LLC. The sole managing member of BIP IX is Battery Partners IX, LLC. Battery Partners IX (AIV I), LLC's and Battery Partners IX, LLC's investment advisor is Battery Management Corp. (together with Battery Partners IX (AIV I), LLC and Battery Partners IX, LLC, the "Battery Companies"). Neeraj Agrawal, Michael Brown, Thomas J. Crotty, Jesse Feldman, Richard D. Frisbie, Kenneth P. Lawler, Roger H. Lee, R. David Tabors and Scott R. Tobin are the managing members and officers of the Battery Companies and may be deemed to share voting and dispostive power over the shares held by Battery Ventures IX (AIV I) and BIP IX.

F5: Consists of 636,065 shares of Series A-2 Preferred Stock held by Battery Ventures IX (AIV I) and 6,359 shares of Series A-2 Preferred Stock held by BIP IX.