SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GREAT HILL EQUITY PARTNERS IV LP

(Last)

(First)

(Middle)

ONE LIBERTY SQUARE

(Street)

BOSTON

02109

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Wayfair Inc. [ W ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/07/2014

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	10/07/2014		C		2,704	A	⁽²⁾	2,704	D⁽³⁾⁽⁴⁾
Class A Common Stock	10/07/2014		S		2,704	D	$27.26	0	D⁽³⁾⁽⁴⁾
Class A Common Stock	10/07/2014		C		991,317	A	⁽²⁾	991,317	D⁽⁴⁾⁽⁵⁾
Class A Common Stock	10/07/2014		S		991,317	D	$27.26	0	D⁽⁴⁾⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A-1 Preferred Stock	⁽¹⁾	10/07/2014		C			18,930	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	18,930	⁽¹⁾	0	D⁽³⁾⁽⁴⁾
Series A-1 Preferred Stock	⁽¹⁾	10/07/2014		C			6,940,665	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	6,940,665	⁽¹⁾	0	D⁽⁴⁾⁽⁵⁾
Series A-2 Preferred Stock	⁽¹⁾	10/07/2014		C			3,245	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	3,245	⁽¹⁾	0	D⁽³⁾⁽⁴⁾
Series A-2 Preferred Stock	⁽¹⁾	10/07/2014		C			1,189,828	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	1,189,828	⁽¹⁾	0	D⁽⁴⁾⁽⁵⁾
Class B Common Stock	⁽¹⁾	10/07/2014		C		18,930		⁽²⁾	⁽²⁾	Class A Common Stock	18,930	⁽²⁾	18,930	D⁽³⁾⁽⁴⁾
Class B Common Stock	⁽¹⁾	10/07/2014		C		6,940,665		⁽²⁾	⁽²⁾	Class A Common Stock	6,940,665	⁽²⁾	6,940,665	D⁽⁴⁾⁽⁵⁾
Class B Common Stock	⁽¹⁾	10/07/2014		C		3,245		⁽²⁾	⁽²⁾	Class A Common Stock	3,245	⁽²⁾	22,175	D⁽³⁾⁽⁴⁾
Class B Common Stock	⁽¹⁾	10/07/2014		C		1,189,828		⁽²⁾	⁽²⁾	Class A Common Stock	1,189,828	⁽²⁾	8,130,493	D⁽⁴⁾⁽⁵⁾
Class B Common Stock	$0	10/07/2014		D			2,704	⁽²⁾	⁽²⁾	Class A Common Stock	2,704	⁽²⁾	19,471	D⁽³⁾⁽⁴⁾
Class B Common Stock	$0	10/07/2014		D			991,317	⁽²⁾	⁽²⁾	Class A Common Stock	991,317	⁽²⁾	7,139,176	D⁽⁴⁾⁽⁵⁾

1. Name and Address of Reporting Person^*

GREAT HILL EQUITY PARTNERS IV LP

(Last)

(First)

(Middle)

ONE LIBERTY SQUARE

(Street)

BOSTON

02109

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

GREAT HILL INVESTORS LLC

(Last)

(First)

(Middle)

ONE LIBERTY SQUARE

(Street)

BOSTON

02109

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

GHP IV, LLC

(Last)

(First)

(Middle)

ONE LIBERTY SQUARE

(Street)

BOSTON

02109

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Great Hill Partners GP IV, L.P.

(Last)

(First)

(Middle)

ONE LIBERTY SQUARE

(Street)

BOSTON

02109

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

GAFFNEY CHRISTOPHER S

(Last)

(First)

(Middle)

ONE LIBERTY SQUARE

(Street)

BOSTON

02109

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

HAYES JOHN G

(Last)

(First)

(Middle)

ONE LIBERTY SQUARE

(Street)

BOSTON

02109

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Kumin Michael Andrew

(Last)

(First)

(Middle)

C/O WAYFAIR INC.

4 COPLEY PLACE, 7TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Taber Mark D.

(Last)

(First)

(Middle)

ONE LIBERTY SQUARE

(Street)

BOSTON

02109

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Vettel Matthew T

(Last)

(First)

(Middle)

ONE LIBERTY SQUARE

(Street)

BOSTON

02109

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Each share of Series A-1 Preferred Stock and Series A-2 Preferred Stock, each of which has no expiration date, automatically converted into one share of Class B Common Stock upon the consummation of the issuer's initial public offering.

2. Each share of Class B Common Stock, which has no expiration date, 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 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 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.

3. These securities are owned by Great Hill Investors, LLC. Great Hill Investors, LLC is controlled by Christopher S. Gaffney, John G. Hayes, Michael A. Kumin, Mark D. Taber and Matthew T. Vettel and, as such, they may be deemed to indirectly beneficially own the shares beneficially owned by Great Hill Investors, LLC. Each of Messrs. Gaffney, Hayes, Kumin, Taber and Vettel disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

4. This report is filed jointly by Great Hill Investors, LLC, Great Hill Equity Partners IV, L.P., GHP IV, LLC, Great Hill Partners GP IV, L.P., Christopher S. Gaffney, John G. Hayes, Michael A. Kumin, Mark D. Taber and Matthew T. Vettel.

5. These securities are owned by Great Hill Equity Partners IV, L.P. Great Hill Partners GP IV, L.P. is the sole general partner of Great Hill Equity Partners IV, L.P. and GHP IV, LLC is the sole general partner of Great Hill Partners GP IV, L.P. GHP IV, LLC is controlled by Christopher S. Gaffney, John G. Hayes, Michael A. Kumin, Mark D. Taber and Matthew T. Vettel and, as such, they may be deemed to indirectly beneficially own the shares beneficially owned by Great Hill Equity Partners IV, L.P. Each of Messrs. Gaffney, Hayes, Kumin, Taber and Vettel disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

	/s/ Laurie T. Gerber, as attorney-in-fact of Great Hill Equity Partners IV, L.P.	10/09/2014
	/s/ Laurie T. Gerber, as attorney-in-fact of Great Hill Investors, LLC	10/09/2014
	/s/ Laurie T. Gerber, as attorney-in-fact of GHP IV, LLC	10/09/2014
	/s/ Laurie T. Gerber, as attorney-in-fact of Great Hill Partners GP IV, L.P.	10/09/2014
	/s/ Laurie T. Gerber, as attorney-in-fact for Christopher S. Gaffney	10/09/2014
	/s/ Laurie T. Gerber, as attorney-in-fact for John G. Hayes	10/09/2014
	/s/ Laurie T. Gerber, as attorney-in-fact for Michael A. Kumin	10/09/2014
	/s/ Laurie T. Gerber, as attorney-in-fact for Mark D. Taber	10/09/2014
	/s/ Laurie T. Gerber, as attorney-in-fact for Matthew T. Vettel	10/09/2014
	** 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 4 (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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