SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* HarbourVest Partners IX-Venture Fund L.P. (Last) (First) (Middle) C/O OF HARBOURVEST PARTNERS LLC ONE FINANCIAL CENTER, 44TH FLOOR (Street) BOSTON MA 02111 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/18/2015	3. Issuer Name and Ticker or Trading Symbol Wayfair Inc. [ W ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) See remarks	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	16,275	D(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* HarbourVest Partners IX-Venture Fund L.P. (Last) (First) (Middle) C/O OF HARBOURVEST PARTNERS LLC ONE FINANCIAL CENTER, 44TH FLOOR (Street) BOSTON MA 02111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See remarks

1. Name and Address of Reporting Person* HarbourVest IX-Venture Associates L.P. (Last) (First) (Middle) C/O HARBOURVEST PARTNERS LLC ONE FINANCIAL CENTER, 44TH FLOOR (Street) BOSTON MA 02110 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See remarks

1. Name and Address of Reporting Person* HarbourVest IX-Venture Associates LLC (Last) (First) (Middle) C/O HARBOURVEST PARTNERS LLC ONE FINANCIAL CENTER, 44TH FLOOR (Street) BOSTON MA 02110 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See remarks

Explanation of Responses:

1. The securities are owned solely by HarbourVest Partners IX-Venture Fund L.P. ("HV9"). HarbourVest IX-Associates LLC, which is the general partner of HarbourVest IX-Associates L.P. which is the general partner of HarbourVest Partners IX-Venture Fund L.P. may be deemed to have a beneficial interest in the securities held by HV9 and each disclaims beneficial ownership of the securities held by HV9, except to the extent of its pecuniary interest which is subject to indeterminable future events.

Remarks:

The reporting persons beneficially own less than 10% of the Issuer's Class A Common Stock, which is the class of equity securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act'). This Form 3 is being filed as a precautionary measure because Ian Lane, a Managing Direct of HarbourVest Partners LLC, serves as a member of the board of directors of the Issuer. The filing of this Form shall not be deemed an admission that the reporting persons are required to file reports pursuant to Section 16 of the Exchange Act.

	HarbourVest Partners IX-Venture Fund L.P., Harbourvest IX-Venture Associates L.P., its GP; By: HarbourVest IX-Venture Associates LLC, its GP; By: HarbourVest Partners, LLC, its Managing Member; By: /s/ Danielle Green, Chief Compliance Officer	11/24/2015
	HarbourVest IX-Venture Associates L.P., By: HarbourVest IX-Venture Associates LLC, its GP; By HarbourVest Partners, LLC, its Managing Member; By: /s/ Danielle Green, Chief Compliance Officer	11/24/2015
	Harbourvest IX-Venture Associates LLC; By: HarbourVest Partners, LLC, its Managing Member; By: /s/ Danielle Green, Chief Compliance Officer	11/24/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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