Wayfair Inc. — Director's Dealing 2017

Mar 30, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Wayfair Inc. (W)
CIK: 0001616707
Period of Report: 2017-03-29

Reporting Person: Mulliken John Champlin (SVP, Strategic Initiatives)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-29	Class A Common Stock	S	400	$40	Disposed	238922	Direct
2017-03-30	Class A Common Stock	S	475	$40.33	Disposed	238447	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-30	Restricted Stock Units ("RSUs")	$	A	50000	Acquired		Class A Common Stock (50000.0)	Direct

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

F2: Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.

F3: These RSUs vest upon the satisfaction of a service condition and an event condition and have no expiration date. The service condition is satisfied as to 1/5th of the shares on March 15, 2018 and as to an additional 1/20th of the shares for every three months of continuous service thereafter.