Wayfair Inc. — Director's Dealing 2020

Oct 14, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Wayfair Inc. (W)
CIK: 0001616707
Period of Report: 2020-10-08

Reporting Person: Spruce House Partnership LLC (10% Owner)
Reporting Person: SPRUCE HOUSE PARTNERSHIP (AI) LP (10% Owner)
Reporting Person: Spruce House Partnership (QP) LP (10% Owner)
Reporting Person: Spruce House Capital LLC (10% Owner)
Reporting Person: Sternberg Zachary (10% Owner)
Reporting Person: Stein Benjamin Forester (10% Owner)
Reporting Person: SPRUCE HOUSE INVESTMENT MANAGEMENT LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-10-08	Class A Common Stock, $0.001 par value per share	S	93197	$305.9977	Disposed	7156803	Direct
2020-10-09	Class A Common Stock, $0.001 par value per share	S	179610	$301.8972	Disposed	6977193	Direct
2020-10-09	Class A Common Stock, $0.001 par value per share	S	50000	$296.6405	Disposed	6927193	Direct
2020-10-12	Class A Common Stock, $0.001 par value per share	S	293493	$297.0210	Disposed	6633700	Direct
2020-10-13	Class A Common Stock, $0.001 par value per share	S	250000	$307.6444	Disposed	6383700	Direct

Footnotes

F1: The reported securities are held in the account of The Spruce House Partnership LLC (the "Aggregator"), its sole members being The Spruce House Partnership (AI) LP (f/k/a The Spruce House Partnership LP) and The Spruce House Partnership (QP) LP (collectively, the "Funds)", each a private investment fund managed by Spruce House Investment Management LLC (the "Investment Manager").

F2: The reported securities may be deemed to be beneficially owned by the Investment Manager, the general partner of the Funds, Spruce House Capital LLC (the "General Partner"), and by Zachary Sternberg and Benjamin Stein, managing members of the Investment Manager and the General Partner (the "Managing Members"). Each of the Funds, the Investment Manager, the General Partner and the Managing Members disclaim beneficial ownership of the reported securities held by the Aggregator, except to the extent of his or its pecuniary interest therein. The Aggregator, the Funds, the Investment Manager, the General Partner and the Managing Members (collectively, the "Reporting Persons") affirmatively disclaim being a "group" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

F3: This transaction was executed in multiple trades at prices ranging from $303.9475 to $311.4050. 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 prices at which the transaction was effected.

F4: This transaction was executed in multiple trades at prices ranging from $292.0000 to $308.2550. 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 prices at which the transaction was effected.

F5: This transaction was executed in multiple trades at prices ranging from $293.1250 to $299.0900. 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 prices at which the transaction was effected.

F6: This transaction was executed in multiple trades at prices ranging from $293.9900 to $301.2050. 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 prices at which the transaction was effected.

F7: This transaction was executed in multiple trades at prices ranging from $304.0000 to $310.6550. 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 prices at which the transaction was effected.