0001209191-14-062673.txt : 20141015 0001209191-14-062673.hdr.sgml : 20141009 20141009172332 ACCESSION NUMBER: 0001209191-14-062673 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20141007 FILED AS OF DATE: 20141009 DATE AS OF CHANGE: 20141009 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Wayfair Inc. CENTRAL INDEX KEY: 0001616707 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 364791999 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4 COPLEY PLACE STREET 2: 7TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617 532 6100 MAIL ADDRESS: STREET 1: 4 COPLEY PLACE STREET 2: 7TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Agrawal Neeraj CENTRAL INDEX KEY: 0001532809 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36666 FILM NUMBER: 141150746 MAIL ADDRESS: STREET 1: ONE MARINA PARK DRIVE STREET 2: SUITE 1100 CITY: BOSTON STATE: MA ZIP: 02210 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2014-10-07 0 0001616707 Wayfair Inc. W 0001532809 Agrawal Neeraj C/O BATTERY VENTURES ONE MARINA PARK DRIVE, SUITE 1100 BOSTON MA 02210 1 0 1 0 Class A Common Stock 2014-10-07 4 C 0 552233 0.00 A 552233 I See footnote Class A Common Stock 2014-10-07 4 S 0 552233 27.26 D 0 I See footnote Series A-1 Preferred Stock 2014-10-07 4 C 0 3747474 D Class B Common Stock 3747474 0 I See footnote Series A-2 Preferred Stock 2014-10-07 4 C 0 642424 D Class B Common Stock 642424 0 I See footnote Class B Common Stock 0.00 2014-10-07 4 C 0 4389898 0.00 A Class A Common Stock 4389898 4389898 I See footnote Class B Common Stock 0.00 2014-10-07 4 C 0 552233 0.00 D Class A Common Stock 552233 3837665 I See footnote The sole general partner of Battery Ventures IX (AIV I), L.P. ("Battery Ventures IX (AIV I)") is Battery Partners IX (AIV I), LLC. The sole managing member of Battery Investment Partners IX, LLC ("BIP IX") is Battery Partners IX, LLC. Battery Partners IX (AIV I), LLC's and Battery Partners IX, LLC's investment advisor is Battery Management Corp. (together with Battery Partners IX (AIV I), LLC and Battery Partners IX, LLC, the "Battery Companies"). Neeraj Agrawal, Michael Brown, Thomas J. Crotty, Jesse Feldman, Richard D. Frisbie, Kenneth P. Lawler, Roger H. Lee, R. David Tabors and Scott R. Tobin are the managing members and officers of the Battery Companies and may be deemed to share voting and dispostive power over the shares held by Battery Ventures IX (AIV I) and BIP IX. Consists of 546,766 shares held by Battery Ventures IX (AIV I) and 5,467 shares held by BIP IX. Consists of 546,766 shares sold by Battery Ventures IX (AIV I) and 5,467 shares sold by BIP IX. Each share of the issuer's Series A-1 Preferred Stock and Series A-2 Preferred Stock automatically converted into one (1) share of Class B common stock immediately prior to the closing of the issuer's initial public offering, and has no expiration date. Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. In addition, each share of Class B common stock will convert automatically into one share of Class A common stock upon any transfer, whether or not for value and whether voluntary or involuntary or by operation of law, except for certain transfers described in the issuer's restated certificate of incorporation, including, without limitation, certain transfers for tax and estate planning purposes. In addition, upon the earlier of (i) the date on which the outstanding shares of Class B common stock represent less than 10% of the aggregate number of the then outstanding shares of Class A common stock and Class B common stock or (ii) the affirmative vote or written consent of the holders of at least 66-2/3% of the outstanding shares of Class B common stock, all outstanding shares of Class B common stock shall convert automatically into Class A common stock. Battery Ventures IX (AIV I) owned 3,710,374 shares of Series A-1 Preferred Stock and BIP IX owned 37,100 shares of Series A-1 Preferred Stock. Battery Ventures IX (AIV I) owned 636,065 shares of Series A-2 Preferred Stock and BIP IX owned 6,359 shares of Series A-2 Preferred Stock. Consists of 4,346,439 shares held by Battery Ventures IX (AIV I) and 43,459 shares held by BIP IX. Consists of 3,799,673 shares held by Battery Ventures IX (AIV I) and 37,992 shares held by BIP IX. /s/ Christopher Schiavo, as attorney-in-fact for Neeraj Agrawal 2014-10-09