Wayfair Inc. — Director's Dealing 2017

Aug 11, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Wayfair Inc. (W)
CIK: 0001616707
Period of Report: 2017-08-09

Reporting Person: Kumin Michael Andrew (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-08-09	Class A Common Stock	J	1495870	—	Disposed	2651576	Indirect
2017-08-09	Class A Common Stock	J	335076	—	Acquired	335076	Indirect
2017-08-09	Class A Common Stock	J	335076	—	Disposed	0	Indirect
2017-08-09	Class A Common Stock	J	38101	—	Acquired	88900	Direct
2017-08-10	Class A Common Stock	S	4080	$70	Disposed	7231	Indirect

Footnotes

F1: Great Hill Equity Partners IV, L.P made a pro rata distribution for no consideration of an aggregate of 1,495,870 shares of Class A Common Stock of Wayfair Inc., 335,076 of which were distributed to its general partner , and 1,160,794 of which were distributed to its limited partners, on August 9, 2017.

F2: 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.

F3: These securities are owned by Great Hill Partners GP IV, L.P. 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.

F4: Great Hill Partners GP, IV, L.P. made a further pro rata distribution for no consideration of an aggregate of 335,076 shares of Class A Common Stock of Wayfair, Inc., 38,101 of which were distributed to Michael A. Kumin, on August 9, 2017.

F5: 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.