Wayfair Inc. — Major Shareholding Notification 2017

Feb 14, 2017

SC 13G/A 1 v458963_sc13ga.htm SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Wayfair Inc.

(Name of Issuer)

Class A Common Stock, $0.001 par value

(Title of Class of Securities)

94419L 10 1

(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)
[x]	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).

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CUSIP No. 94419L 10 1

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Prescott General Partners LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x]
3	SEC USE ONLY
4	CITIZEN OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 3,259,784
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 3,259,784
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,259,784
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.6%
12	TYPE OF REPORTING PERSON OO

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CUSIP No. 94419L 10 1

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Prescott Investors Profit Sharing Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x]
3	SEC USE ONLY
4	CITIZEN OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 111,272
	6	SHARED VOTING POWER 0
	7	SOLE DISPOSITIVE POWER 111,272
	8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 111,272
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2%
12	TYPE OF REPORTING PERSON EP

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CUSIP No. 94419L 10 1

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Thomas W. Smith
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x]
3	SEC USE ONLY
4	CITIZEN OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 1,000,000
	6	SHARED VOTING POWER 174,900
	7	SOLE DISPOSITIVE POWER 1,000,000
	8	SHARED DISPOSITIVE POWER 174,900
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,174,900
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.4%
12	TYPE OF REPORTING PERSON IN

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Explanatory Note:

The following constitutes Amendment No. 1 (the “ Amendment ”) to the joint filing on Schedule 13G by Prescott General Partners LLC (“ PGP ”), Prescott Investors Profit Sharing Trust (“ PIPS ”) and Thomas W. Smith originally filed with the Securities and Exchange Commission (“ SEC ”) on October 3, 2016 (the “ Schedule 13G ”). Unless otherwise indicated, all capitalized terms used herein shall have the meanings given to them in the Schedule 13G.

ITEM 1.	(a)	Name of Issuer:
		Wayfair Inc.
	(b)	Address of Issuer's Principal Executive Offices:
		4 Copley Place, 7th Floor Boston, MA 02116
ITEM 2.	(a)	Name of Person Filing:
		(i)	PGP
		(ii)	PIPS
		(iii)	Thomas W. Smith
		The joint filing of this statement shall not be deemed to be
an admission that the reporting persons (the “ Reporting Persons ”) comprise a “group” within the
meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. The Reporting Persons each disclaim beneficial
ownership of the shares reported in this statement in excess of those shares as to which they have or share voting or investment
authority.
	(b)	Address of Principal Business Office:
		The following is the address of the principal business office of each of the Reporting Persons:
		2200 Butts Road, Suite 320 Boca Raton, FL 33431

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	(c)	Citizenship:
		PGP is a Delaware limited liability company. PIPS is an employee
profit-sharing plan organized under the laws of the State of Delaware. Thomas W. Smith is a United States citizen.
	(d)	Title of Class of Securities:
		Class A Common Stock, $0.001 par value
	(e)	CUSIP Number:
		94419L 10
1
ITEM 3.	If this Statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
	Not applicable.
	If this Statement is filed pursuant to Rule 13d-1(c), check this box [x]
ITEM 4.	Ownership
	(a)	PGP –
3,259,784 shares; PIPS – 111,272 shares; Thomas W. Smith – 1,174,900 shares.
	(b)	PGP – 6.6%; PIPS – 0.2%; Thomas W. Smith – 2.4%.
	(c)	PGP, as the general partner of three private investment limited partnerships (the “ Partnerships ”),
may be deemed to share the power to vote or to direct the vote and to dispose or to direct the disposition of 3,259,784
shares held by the Partnerships.
		PIPS has the sole power to vote or to direct the vote of and to dispose or to direct the disposition of
111,272 shares.
		Mr. Smith has the sole power to vote or to direct the vote of and to dispose or to direct the disposition
of 950,000 shares held by Ridgeview Smith Investments LLC, a limited liability company established by Mr. Smith and of which he
is the sole member, as well as 50,000 shares held by a private charitable foundation established by Mr. Smith and for which Mr.
Smith acts as trustee (the “ Foundation ”).
		In his capacity
as investment manager for certain managed accounts, Mr. Smith may be deemed to have the shared power to vote or to direct the vote
of and to dispose or to direct the disposition of 174,900 shares. Voting and investment authority over investment accounts established
for the benefit of certain family members and friends of Mr. Smith is subject to each beneficiary’s right, if so provided,
to terminate or otherwise direct the disposition of the investment account.
ITEM 5.	Ownership of Five Percent or Less of a Class
	Not applicable.

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ITEM 6.	Ownership of More than Five Percent on Behalf of Another Person
	PGP, as the general partner of the Partnerships, may be deemed
to beneficially own 3,259,784 shares held by the Partnerships. Mr. Smith may be deemed to beneficially own 224,900 shares in his
capacity as an investment manager for certain managed accounts, including 50,000 shares held by the Foundation. The Partnerships
and the managed accounts have the right to receive dividends from, and the proceeds from the sale of, the shares held by the Partnerships
and the managed accounts, respectively. Voting and investment authority over managed accounts established for the benefit of certain
family members and friends of Mr. Smith is subject to each beneficiary’s right, if so provided, to terminate or otherwise
direct the disposition of the managed account.
ITEM 7.	Identification and Classification of
the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
	Not applicable.
ITEM 8.	Identification and Classification of
Members of the Group
	Not applicable.
ITEM 9.	Notice of Dissolution of Group
	Not applicable.
ITEM 10.	Certification
	By signing below, I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing
or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect.

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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

PRESCOTT General partners LLC

/s/ Thomas W. Smith

Name: Thomas W. Smith

Title: Managing Member

PRESCOTT INVESTORS PROFIT SHARING TRUST

/s/ Thomas W. Smith

Name: Thomas W. Smith

Title: Trustee

/s/ Thomas W. Smith

Thomas W. Smith

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JOINT FILING AGREEMENT

The undersigned agree that the foregoing statement on Schedule 13G, dated February 14, 2017, is being filed with the Securities and Exchange Commission on behalf of each of the undersigned pursuant to Rule 13d-1(k).

Date: February 14, 2017

PRESCOTT General partners LLC

/s/ Thomas W. Smith

Name: Thomas W. Smith

Title: Managing Member

PRESCOTT INVESTORS PROFIT SHARING TRUST

/s/ Thomas W. Smith

Name: Thomas W. Smith

Title: Trustee

/s/ Thomas W. Smith

Thomas W. Smith

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