Wayfair Inc. — Director's Dealing 2017

May 20, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Wayfair Inc. (W)
CIK: 0001616707
Period of Report: 2017-05-17

Reporting Person: HARBOURVEST PARTNERS 2007 DIRECT ASSOCIATES L.P. (See Remarks)
Reporting Person: HARBOURVEST PARTNERS 2007 DIRECT ASSOCIATES LLC ((see remarks))
Reporting Person: HARBOURVEST PARTNERS 2007 DIRECT FUND L.P. ((see remarks))
Reporting Person: HARBOURVEST PARTNERS LLC ((see remarks))
Reporting Person: HARBOURVEST PARTNERS VIII-VENTURE ASSOCIATES L.P. ((see remarks))
Reporting Person: HARBOURVEST PARTNERS VIII-VENTURE ASSOCIATES LLC ((see remarks))
Reporting Person: HarbourVest Partners VIII-Venture Fund L.P. ((see remarks))
Reporting Person: HarbourVest Partners/NYSTRS Co-Investment Fund L.P. ((see remarks))
Reporting Person: HIPEP VI Select Associates L.P. ((see remarks))
Reporting Person: HIPEP VI Select Associates LLC ((see remarks))

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-17	Class A Common Stock	S	54329	—	Disposed	796295	Direct
2017-05-17	Class A Common Stock	S	40508	—	Disposed	593709	Direct
2017-05-17	Class A Common Stock	S	81015	—	Disposed	1187419	Direct
2017-05-17	Class A Common Stock	S	4148	—	Disposed	60795	Direct
2017-05-18	Class A Common Stock	S	1686	—	Disposed	794609	Direct
2017-05-18	Class A Common Stock	S	5923	—	Disposed	788686	Direct
2017-05-18	Class A Common Stock	S	34587	—	Disposed	754099	Direct
2017-05-18	Class A Common Stock	S	60	—	Disposed	754039	Direct
2017-05-18	Class A Common Stock	S	1266	—	Disposed	592443	Direct
2017-05-18	Class A Common Stock	S	4420	—	Disposed	588023	Direct
2017-05-18	Class A Common Stock	S	25774	—	Disposed	562249	Direct
2017-05-18	Class A Common Stock	S	46	—	Disposed	562203	Direct
2017-05-18	Class A Common Stock	S	2520	—	Disposed	1184899	Direct
2017-05-18	Class A Common Stock	S	8839	—	Disposed	1176060	Direct
2017-05-18	Class A Common Stock	S	51563	—	Disposed	1124497	Direct
2017-05-18	Class A Common Stock	S	90	—	Disposed	1124407	Direct
2017-05-18	Class A Common Stock	S	128	—	Disposed	60667	Direct
2017-05-18	Class A Common Stock	S	451	—	Disposed	60216	Direct
2017-05-18	Class A Common Stock	S	2643	—	Disposed	57573	Direct
2017-05-18	Class A Common Stock	S	4	—	Disposed	57569	Direct

Footnotes

F1: These securities are owned solely by HarbourVest Partners VIII-Venture Fund, L.P. ("HV Ventures"). HarbourVest Partners, LLC is the managing member of HarbourVest VIII-Venture Associates LLC, which is the general partner of HarbourVest VIII-Venture Associates L.P., which is the general partner of HV Ventures. Each of HarbourVest Partners, LLC, HarbourVest VIII-Venture Associates LLC and HarbourVest VIII-Venture Associates L.P. may be deemed to have a beneficial interest in the securities held by HV Ventures and each disclaims beneficial ownership of the securities held by HV Ventures, except to the extent of its pecuniary interest which is subject to indeterminable future events.

F2: Each of HV Co-Invest (as defined below), HIPEP VI Select Associates LLC, HIPEP VI Select Associates L.P., HV Direct (as defined below), HarbourVest 2007 Direct Associates LLC, HarbourVest 2007 Direct Associates L.P., HV9 (as defined below), HarbourVest IX-Venture Associates LLC, and HarbourVest IX-Venture Associates L.P,. disclaims beneficial ownership of the securities held by HV Ventures and this report shall not be deemed an admission that any such reporting person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act or for any other purpose.

F3: These securities are owned solely by HarbourVest/NYSTRS Co-Invest Fund L.P. ("HV Co-Invest"). HarbourVest Partners, LLC is the managing member of HIPEP VI Select Associates LLC, which is the general partner of HIPEP VI Select Associates L.P., which is the general partner of HV Co-Invest. Each of HarbourVest Partners, LLC, HIPEP VI Select Associates LLC and HIPEP VI Select Associates L.P. may be deemed to have a beneficial interest in the securities held by HV Co-Invest and each disclaims beneficial ownership of the securities held by HV Co-Invest, except to the extent of its pecuniary interest which is subject to indeterminable future events.

F4: Each of HV Ventures, HarbourVest VIII-Venture Associates LLC, HarbourVest VIII-Venture Associates L.P., HV Direct, HarbourVest 2007 Direct Associates LLC, HarbourVest 2007 Direct Associates L.P., HV9 (as defined below), HarbourVest IX-Venture Associates LLC, and HarbourVest IX-Venture Associates L.P disclaims beneficial ownership of the securities held by HV Co-Invest and this report shall not be deemed an admission that any such reporting person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act or for any other purpose.

F5: These securities are owned solely by HarbourVest Partners 2007 Direct Fund L.P. ("HV Direct"). HarbourVest Partners, LLC is the managing member of HarbourVest 2007 Direct Associates LLC, which is the general partner of HarbourVest 2007 Direct Associates L.P., which is the general partner of HV Direct. Each of HarbourVest Partners, LLC, HarbourVest 2007 Direct Associates LLC and HarbourVest 2007 Direct Associates L.P. may be deemed to have a beneficial interest in the securities held by HV Direct and each disclaims beneficial ownership of the securities held by HV Direct, except to the extent of its pecuniary interest which is subject to indeterminable future events.

F6: Each of HV Co-Invest, HIPEP VI Select Associates LLC, HIPEP VI Select Associates L.P., HV Ventures, HarbourVest VIII-Venture Associates LLC, HarbourVest VIII-Venture Associates L.P., HV9 (as defined below), HarbourVest IX-Venture Associates LLC, and HarbourVest IX-Venture Associates L.P disclaims beneficial ownership of the securities held by HV Direct and this report shall not be deemed an admission that any such reporting person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act or for any other purpose.

F7: The securities are owned solely by HarbourVest Partners IX-Venture Fund L.P. ("HV9"). HarbourVest Partners LLC which is the Managing Member of HarbourVest IX-Venture Associates LLC, which is the general partner of HarbourVest IX-Venture Associates L.P. which is the general partner of HarbourVest Partners IX-Venture Fund L.P. may be deemed to have a beneficial interest in the securities held by HV9 and each disclaims beneficial ownership of the securities held by HV Direct, except to the extent of its pecuniary interest which is subject to indeterminable future events.

F8: Each of HV Co-Invest, HIPEP VI Select Associates LLC, HIPEP VI Select Associates L.P., HV Ventures, HarbourVest VIII-Venture Associates LLC, HarbourVest VIII-Venture Associates L.P., HV Direct, HarbourVest 2007 Direct Associates LLC and HarbourVest 2007 Direct Associates L.P. disclaims beneficial ownership of the securities held by HV9 and this report shall not be deemed an admission that any such reporting person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act or for any other purpose.

F9: This transaction was executed in multiple trades at prices ranging from $61.25 to $62.15 per share inclusive. The price reported above reflects the weighted average sale price. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and the prices at which the transaction was effected.

F10: This transaction was executed in multiple trades at prices ranging from $61.205 to $62.22 per share inclusive. The price reported above reflects the weighted average sale price. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and the prices at which the transaction was effected.

F11: This transaction was executed in multiple trades at prices ranging from $62.26 to $63.26 per share inclusive. The price reported above reflects the weighted average sale price. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and the prices at which the transaction was effected.

F12: This transaction was executed in multiple trades at prices ranging from $63.27 to 64.24 per share inclusive. The price reported above reflects the weighted average sale price. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and the prices at which the transaction was effected.

F13: This transaction was executed in multiple trades at prices ranging from $64.35 to $64.36 per share inclusive. The price reported above reflects the weighted average sale price. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and the prices at which the transaction was effected.