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: Shah Nikunj (10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (1625858)		Indirect
Class B Common Stock	$		Class A Common Stock (2851349)		Indirect

Footnotes

F1: 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.

F2: The reporting person is the trustee for this trust, and in that role he exercises voting and investment power over the shares held of record by the trust.