Wayfair Inc. — Director's Dealing 2017

May 16, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Wayfair Inc. (W)
CIK: 0001616707
Period of Report: 2017-05-11

Reporting Person: GREAT HILL EQUITY PARTNERS IV LP (10% Owner)
Reporting Person: GHP IV, LLC (10% Owner)
Reporting Person: Great Hill Partners GP IV, L.P. (10% Owner)
Reporting Person: GAFFNEY CHRISTOPHER S (10% Owner)
Reporting Person: HAYES JOHN G (10% Owner)
Reporting Person: Kumin Michael Andrew (Director, 10% Owner)
Reporting Person: Taber Mark D. (10% Owner)
Reporting Person: Vettel Matthew T (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-11	Class A Common Stock	J	997236	—	Disposed	5144660	Direct
2017-05-11	Class A Common Stock	J	223390	—	Acquired	223390	Direct
2017-05-11	Class A Common Stock	J	202	—	Acquired	202	Direct
2017-05-11	Class A Common Stock	J	202	—	Acquired	202	Direct
2017-05-11	Class A Common Stock	J	201	—	Acquired	201	Direct

Footnotes

F1: Great Hill Equity Partners IV, L.P made a pro rata distribution for no consideration of an aggregate of 997,236 shares of Class A Common Stock of Wayfair Inc., 223,390 of which were distributed to its general partner, and 773,846 of which were distributed to its limited partners, on May 11, 2017.

F2: This report is filed jointly by Great Hill Equity Partners IV, L.P., GHP IV, LLC, Great Hill Partners GP IV, L.P., Christopher S. Gaffney, John G. Hayes, Michael A. Kumin, Mark D. Taber and Matthew T. Vettel.

F3: 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.

F4: 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.

F5: These securities are owned by Christopher S. Gaffney

F6: These securities are owned by John G. Hayes

F7: These securities are owned by Matthew Vettel.