Wayfair Inc. — Director's Dealing 2020

Apr 29, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Wayfair Inc. (W)
CIK: 0001616707
Period of Report: 2020-04-08

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)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-04-08	2.50% Accreting Convertible Senior Notes due 2025	$72.50	P		Acquired	2025-04-01	Class A Common Stock (482758)	Direct

Footnotes

F1: On April 8, 2020 (the "Closing Date"), in connection with the closing of the transactions contemplated by the purchase agreement dated as of April 6, 2020 (which was subsequently amended and restated on April 7, 2020, such amended and restated version, the "Purchase Agreement"), by and among Issuer, Wayfair LLC, GHEP VII Aggregator, CBEP Investments, LLC ("Charlesbank") and The Spruce House Partnership LLC ("Aggregator"), the Aggregator purchased $35,000,000 in aggregate principal amount of 2.50% Accreting Convertible Senior Notes due 2025 (the "Notes"). The Notes are currently convertible, at the Aggregator's election, into 482,758 shares of Common Stock, based upon an initial conversion rate of 13.7931 shares of Common Stock per $1,000 principal amount of Notes (equivalent to a conversion price of approximately $72.50 per share).

F2: The reported securities are held in the account of 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").

F3: 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.