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 Niraj (Director, Chief Executive Officer, 10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A-2 Preferred Stock	$		Class B Common Stock (428283)		Direct
Class B Common Stock	$		Class A Common Stock (15710763)		Direct
Restricted Stock Units ("RSUs")	$	2020-11-12	Class B Common Stock (150000)		Direct

Footnotes

F1: Upon the closing of the issuer's initial public offering of its Class A Common Stock, each share of Series A-2 Preferred Stock, which has no expiration date, will automatically convert into one share of Class B Common Stock.

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: 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 October 15, 2014 and as to an additional 1/60th of the shares for each month of continuous service thereafter. The event condition will be satisfied on the closing of the issuer's initial public offering of Class A Common Stock.

F4: Each RSU represents a contingent right to receive one share of Class B Common Stock when vested.