0001104659-15-011006.txt : 20150218 0001104659-15-011006.hdr.sgml : 20150216 20150217113510 ACCESSION NUMBER: 0001104659-15-011006 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150217 DATE AS OF CHANGE: 20150217 SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88346 FILM NUMBER: 15619492 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Conine Steven CENTRAL INDEX KEY: 0001620052 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: C/O WAYFAIR INC. STREET 2: 4 COPLEY PLACE, 7TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 SC 13G 1 a15-4651_2sc13g.htm SC 13G

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.     )

 

Wayfair Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

94419L101

(CUSIP Number)

December 31, 2014

(Date of Event Which Requires Filing of this Statement)

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

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

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).

 


 

CUSIP No. 94419L101

Schedule 13G

 

 

1

Names of Reporting Persons
Steven Conine

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United State of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
16,017,577

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
16,017,577

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
16,017,577

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
30.2%

 

 

12

Type of Reporting Person
IN

 

2


 

CUSIP No. 94419L101

Schedule 13G

 

Item 1.

 

(a)

Name of Issuer:
Wayfair Inc.  (the “Issuer”)

 

(b)

Address of Issuer’s Principal Executive Offices:
4 Copley Place, 7th Floor

Boston, MA 02116

 

Item 2.

 

(a)

Name of Person Filing:
Steven Conine (the “Reporting Person”)

 

(b)

Address or Principal Business Office:
4 Copley Place, 7th 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.

 

3


 

CUSIP No. 94419L101

Schedule 13G

 

Item 4.

Ownership

 

 

(a)

Amount beneficially owned:    

As of December 31, 2014, the Reporting Person owned 16,012,577 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, 2014. 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 holders of at least 662/3% 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:   

30.2%

 

The ownership percentage above is based on an aggregate of 53,002,451 shares of Class A Common Stock outstanding, consisting of (i) 37,002,874 shares of Class A Common Stock outstanding as of December 31, 2014, as reported in a press release issued by Wayfair Inc. on January 5, 2015, and (ii) 16,017,577 shares of Class A Common Stock issuable upon conversion on a one-for-one basis of 16,017,577 shares of Class B common stock owned by the reporting person or issuable to the Reporting Person within 60 days after December 31, 2014.

 

(c)

Number of shares as to which such person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

16,017,577

 

 

(ii)

Shared power to vote or to direct the vote    

0

 

 

(iii)

Sole power to dispose or to direct the disposition of   

16,017,577

 

 

(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.

 

 

4


 

CUSIP No. 94419L101

Schedule 13G

 

Item 9.

Certification

Not applicable.

 

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 17, 2015

 

 

 

By:

/s/ Steven Conine

 

Name:

Steven Conine

 

 

5