Wayfair Inc. — Director's Dealing 2017

May 3, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Wayfair Inc. (W)
CIK: 0001616707
Period of Report: 2017-05-01

Reporting Person: Delinsky Jeremy (Chief Technology Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-01	Class A Common Stock	M	5833	—	Acquired	74921	Direct
2017-05-01	Class A Common Stock	S	2727	$45.41	Disposed	72194	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-01	Restricted Stock Unit ("RSUs")	$	M	5833	Disposed		Class A Common Stock (5833.0)	Direct

Footnotes

F1: Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the RSUs listed in Table II and does not represent a discretionary trade by the reporting person.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.28 to $45.50, inclusive. The reporting person undertakes to provide to Wayfair Inc., any security holder of Wayfair Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F3: Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.

F4: These RSUs vest upon the satisfaction of a service condition and have no expiration date. The service condition is satisfied as to 1/5th of the shares on August 1, 2016 and as to an additional 1/60th of the shares for each month of continuous service thereafter.