Wayfair Inc. — Director's Dealing 2015

May 19, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Wayfair Inc. (W)
CIK: 0001616707
Period of Report: 2015-05-14

Reporting Person: Mulliken John Champlin (SVP, Strategic Initiatives)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-14	Class A Common Stock	S	1579	$28.68	Disposed	235871	Direct
2015-05-15	Class A Common Stock	C	1350	—	Acquired	237221	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-15	Restricted Stock Units ("RSUs")	$	M	2000	Disposed	2020-05-14	Class B Common Stock (2000)	Direct
2015-05-15	Class B Common Stock	$	M	2000	Acquired		Class A Common Stock (2000)	Direct
2015-05-15	Class B Common Stock	$	F	650	Disposed		Class A Common Stock (650)	Direct
2015-05-15	Class B Common Stock	$	C	1350	Disposed		Class A Common Stock (1350)	Direct

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 24, 2014.

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

F4: 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 March 15, 2014 and as to an additional 1/60th of the shares for each month of continuous service thereafter. The event condition was satisfied on the closing of the issuer's initial public offering of Class A Common Stock.