Wayfair Inc. — Director's Dealing 2020

May 14, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Wayfair Inc. (W)
CIK: 0001616707
Period of Report: 2020-05-12

Reporting Person: Choe Michael W. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-12	Class A Common Stock	A	1051	—	Acquired	36068	Direct

Footnotes

F1: These shares of Class A Common Stock are issuable upon vesting of a restricted stock unit ("RSU"). The RSU vests upon the satisfaction of a service condition, over a three year period commencing on May 1, 2020. The service condition is satisfied as to 1/3rd of the shares on May 1, 2021 and as to an additional 1/12th of the shares for each three month period of continuous service thereafter.

F2: Pursuant to the Limited Partnership Agreements of Charlesbank Equity Fund IX, Limited Partnership, and certain affiliated funds (the "Funds"), proceeds received in connection with shares issuable upon vesting of the RSU will be allocated to the Funds.