Wayfair Inc. — Director's Dealing 2015

Apr 30, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Wayfair Inc. (W)
CIK: 0001616707
Period of Report: 2015-04-28

Reporting Person: Macri Edmond (SVP, Marketing and Analytics)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-04-28	Class A Common Stock	S	500	$34.20	Disposed	233011	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-04-28	Restricted Stock Unit ("RSUs")	$	A	50000	Acquired	2020-04-28	Class A Common Stock (50000)	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 19, 2014.

F2: Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.

F3: These RSUs vest upon the satisfaction of a service condition. The service condition is satisfied as to 20% of the shares on March 15, 2016 and as to an additional 5% of the shares for each 3-month period of continuous service thereafter.