Wayfair Inc. — Director's Dealing 2015

Jan 5, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Finkelstein Alex (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-31	Class A Common Stock	C	3104911	—	Acquired	3104911	Indirect
2014-12-31	Class A Common Stock	C	30730	—	Acquired	30730	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-31	Class B Common Stock	$	C	3104911	Acquired		Class A Common Stock (3104911)	Indirect
2014-12-31	Class B Common Stock	$	C	30730	Acquired		Class A Common Stock (30730)	Indirect

Footnotes

F1: Each share of Class B Common Stock, which has no expiration date, is convertible at any time at the option of the holder into one share of Class A Common Stock. 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.

F2: The reported securities are owned directly by Spark Capital III (AIV I), L.P. ("SCIII (AIV I)"). Spark Management Partners III (AIV I), LLC ("SMPIII (AIV I)") is the general partner of SCIII (AIV I). Alex Finkelstein ("Finkelstein") is a managing member of SMPIII (AIV I). Finkelstein may be deemed to beneficially own these shares, but disclaims beneficial ownership of these securities and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.

F3: The reported securities are owned directly by Spark Capital Founders' Fund III, L.P. ("SCFFIII") Spark Management Partners III, LLC ("SMPIII") is the general partner of SCFFIII. Finkelstein is a managing member of SMPIII. Finkelstein may be deemed to beneficially own these shares, but disclaims beneficial ownership of these securities and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.