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*
VIKING GLOBAL PERFORMANCE LLC

(Last) (First) (Middle)
55 RAILROAD AVENUE

(Street)
GREENWICH CT 06830

(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)
10/02/2014
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)
Code V Amount (A) or (D) Price
Class A Common Stock 10/02/2014 P 400,000 A (9) 1,750,236 I See Explanation of Responses(1)(2)(3)(4)(5)(6)
Class A Common Stock 10/02/2014 P 79,250 A (10) 1,750,236 I See Explanation of Responses(1)(2)(3)(4)(5)(6)
Class A Common Stock 10/02/2014 P 300,379 A (9) 1,297,967 D(6)(7)(8)
Class A Common Stock 10/02/2014 P 73,410 A (10) 497,411 D(6)(8)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
VIKING GLOBAL PERFORMANCE LLC

(Last) (First) (Middle)
55 RAILROAD AVENUE

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
1. Name and Address of Reporting Person*
VGE III Portfolio Ltd.

(Last) (First) (Middle)
55 RAILROAD AVENUE

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Viking Long Fund GP LLC

(Last) (First) (Middle)
55 RAILROAD AVENUE

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Viking Long Fund Master Ltd.

(Last) (First) (Middle)
55 RAILROAD AVENUE

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HALVORSEN OLE ANDREAS

(Last) (First) (Middle)
55 RAILROAD AVENUE

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Ott David C.

(Last) (First) (Middle)
55 RAILROAD AVENUE

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Purcell Thomas W. JR

(Last) (First) (Middle)
55 RAILROAD AVENUE

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Sundheim Daniel S.

(Last) (First) (Middle)
55 RAILROAD AVENUE

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
Explanation of Responses:
1. O. Andreas Halvorsen, David C. Ott, Thomas W. Purcell, Jr. and Daniel S. Sundheim are Executive Committee members of certain management entities including Viking Global Investors LP ("VGI"), Viking Global Performance LLC ("VGP") and Viking Long Fund GP LLC ("VLFGP"). VGI provides managerial services to various investment funds including Viking Global Equities LP ("VGE"), Viking Global Equities II LP ("VGE II") and VGE III Portfolio Ltd. ("VGE III"). VGP is the general partner of VGE and VGE II and the investment manager of VGE III. VLFGP serves as the investment manager of Viking Long Fund Master Ltd. ("VLFM", together with VGE, VGE II and VGE III, the "Viking Funds", and together with Mr. Halvorsen, Mr. Ott, Mr. Purcell, Mr. Sundheim, VGP, VLFGP and VGE III, the "Reporting Persons").
2. The shares reported on this form were previously reported on the Form 4 of VGI, VGE and VGE II filed with the Securities and Exchange Commission on October 6, 2014. Mr. Halvorsen, Mr. Ott, Mr. Purcell, Mr. Sundheim, VGP, VLFGP, VGE III and VLFM were not listed as "Reporting Persons" thereon, because, at that time, they did not have the necessary filing codes.
3. VGI provides managerial services to (i) VGE, which directly holds 99,621 shares of Class A common stock and 327,594 shares of Class B common stock; (ii) VGE II, which directly holds 5,840 shares of Class A common stock and 19,214 shares of Class B common stock; (iii) VGE III, which directly holds 186,679 shares of Class A common stock and 613,877 shares of Class B common stock; and (iv) VLFM, which directly holds 187,110 shares of Class A common stock and 310,301 shares of Class B common stock. Because of the relationships between VGI and the Viking Funds, VGI may be deemed to beneficially own the shares of Class A common stock and Class B common stock directly held by the Viking Funds.
4. VGP is the general partner of VGE and VGE II and the investment manager of VGE III. Because of the relationships between VGP and VGE, VGE II and VGE III, respectively, VGP may be deemed to beneficially own the shares of Class A common stock and Class B common stock directly held by VGE, VGE II and VGE III.
5. VLFGP serves as the investment manager of VLFM. Because of the relationship between VLFGP and VLFM, VLFGP may be deemed to beneficially own the shares of Class A common stock and Class B common stock directly held by VLFM.
6. The Reporting Persons disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.
7. VGE III directly holds 186,679 shares of Class A common stock and 613,877 shares of Class B common stock.
8. VLFM directly holds 187,110 shares of Class A common stock and 310,301 shares of Class B common stock.
9. On October 2, 2014, the Viking Funds acquired an aggregate of 400,000 shares of Class A common stock at a price of $29.00 per share in connection with the Issuer's initial public offering. 186,679 of such shares of Class A common stock were acquired by VGE III and 113,700 of such shares of Class A common stock were acquired by VLFM.
10. On October 2, 2014, the Viking Funds acquired an aggregate of 25,000 shares of Class A common stock at a price per share of $36.00 and 54,250 shares of Class A common stock at a price per share of $35.53 in open-market transactions. All 25,000 shares of Class A common stock acquired at a price per share of $36.00 were acquired by VLFM, and 48,410 of the shares of Class A common stock acquired at a price per share of $35.53 were acquired by VLFM.
Remarks:
(11) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (12) Each of O. Andreas Halvorsen, David C. Ott, Daniel S. Sundheim and Thomas W. Purcell, Jr. is signing individually and as an Executive Committee Member of VIKING GLOBAL PERFORMANCE LLC on behalf of itself and VGE III PORTFOLIO LTD. and as an Executive Committee Member of VIKING LONG FUND GP LLC on behalf of itself and VIKING LONG FUND MASTER LTD.
/s/ O. ANDREAS HALVORSEN (11)(12) 10/08/2014
/s/ DAVID C. OTT (11)(12) 10/08/2014
/s/ THOMAS W. PURCELL, JR. (11)(12) 10/08/2014
/s/ DANIEL S. SUNDHEIM (11)(12) 10/08/2014
** 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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