Wayfair Inc. — Director's Dealing 2015

Feb 13, 2015

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: Wayfair Inc. (W)
CIK: 0001616707
Period of Report: 2014-12-31

Reporting Person: Shah Niraj (Director, Chief Executive Officer, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-18	Class A Common Stock	C	150000	—	Acquired	150000	Direct
2014-12-18	Class A Common Stock	G	150000	—	Acquired	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-18	Class B Common Stock	$	C	150000	Disposed		Class A Common Stock (150000)	Direct

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 662/3% 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: These shares were transferred to a donor advised charitable trust and remain subject to the terms of a lock-up agreement between the reporting person and the underwriters in connection with the issuer's initial public offering in October 2014.