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: 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)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A-1 Preferred Stock	$		Class B Common Stock (18930)		Direct
Series A-1 Preferred Stock	$		Class B Common Stock (6940665)		Direct
Series A-2 Preferred Stock	$		Class B Common Stock (3245)		Direct
Series A-2 Preferred Stock	$		Class B Common Stock (1189828)		Direct

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, 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 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.

F6: 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.