Wayfair Inc. — Major Shareholding Notification 2017

Feb 14, 2017

SC 13G/A 1 wayfair-shah13g_afebruary2.htm SC 13G/A html PUBLIC "-//W3C//DTD HTML 4.01 Transitional//EN" "http://www.w3.org/TR/html4/loose.dtd" Document created using Wdesk 1 Copyright 2017 Workiva Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Wayfair Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

94419L101

(CUSIP Number)

December 31, 2016

(Date of Event which Requires filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

US-DOCS\80592996.1

CUSIP No. 94419L101 Schedule 13G Page 1 of 4

1	NAMES OF REPORTING PERSONS Niraj Shah
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) [ ] (b) [ ]
3	SEC USE ONLY
4	CITIZEN OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 14,393,152
	6	SHARED VOTING POWER 0
	7	SOLE DISPOSITIVE POWER 14,393,152
	8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,393,152
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 22.3%
12	TYPE OF REPORTING PERSON IN

US-DOCS\80592996.1

CUSIP No. 94419L101 Schedule 13G Page 2 of 4

ITEM 1. (a) Name of Issuer:

Wayfair Inc. (the “Issuer”)

(b) Address of Issuer's Principal Executive Offices:

4 Copley Place, 7 th Floor

Boston, MA 02116

ITEM 2. (a) Name of Person Filing:

Niraj Shah (the “Reporting Person”)

(b) Address or Principal Business Office:

4 Copley Place, 7 th Floor

Boston, MA 02116

(c) Citizenship:

U.S. citizen

(d) Title of Class of Securities:

Class A Common Stock, $0.001 par value per share, of Wayfair Inc.

(e) CUSIP Number:

94419L101

ITEM 3.

Not applicable.

ITEM 4. Ownership

(a) Amount beneficially owned:

As of December 31, 2016, the Reporting Person owned 40,108 shares of Class A common stock, 14,348,044 shares of Class B common stock and restricted stock units that will convert in 5,000 shares of Class B common stock within 60 days after December 31, 2016. Each share of Class B common stock is convertible at any time at the option of the Reporting Person into one share of Class A Common. In addition, each share of Class B Common Stock will automatically convert into one share of Class A Common Stock (a) upon transfer thereof, subject to certain exceptions, (b) upon the date on which the outstanding shares of Class B Common Stock represent less than 10% of the aggregate number of shares of the then outstanding Class A Common Stock and Class B Common Stock, or (c) in the event that

US-DOCS\80592996.1

CUSIP No. 94419L101 Schedule 13G Page 3 of 4

holders of at least 66 2/3 % of the then outstanding shares of Class B Common Stock elect to convert all shares of Class B Common Stock into shares of Class A Common Stock.

(b) Percent of Class:

22.3%

The ownership percentage above is based on an aggregate of 64,298,246 shares of Class A Common Stock outstanding, consisting of (i) 49,945,202 shares of Class A Common Stock outstanding as of December 31, 2016, and (ii) 14,353,044 shares of Class A Common Stock issuable upon conversion on a one-for-one basis of 14,353,044 shares of Class B common stock owned by the reporting person or issuable to the Reporting Person within 60 days after December 31, 2016.

(c) Number of shares as to which such person has:

(i) sole power to vote or to direct the vote	14,393,152
(ii) shared power to vote or to direct the vote	0
(iii) sole power to dispose or to direct the disposition of	14,393,152
(iv) shared power to dispose or to direct the disposition of	0

ITEM 5. Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

ITEM 6. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not applicable.

ITEM 7. Identification and Classification of Members of the Group

Not applicable.

ITEM 8. Notice of Dissolution of Group

Not applicable.

ITEM 9. Certification

Not applicable.

US-DOCS\80592996.1

CUSIP No. 94419L101 Schedule 13G Page 4 of 4

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 14, 2017

By: /s/ Niraj Shah Name: Niraj Shah

US-DOCS\80592996.1