X0206 3 2014-10-01 0 0001616707 Wayfair Inc. W 0001437849 GREAT HILL EQUITY PARTNERS IV LP ONE LIBERTY SQUARE BOSTON MA 02109 0 0 1 0 0001161866 GREAT HILL INVESTORS LLC ONE LIBERTY SQUARE BOSTON MA 02109 0 0 1 0 0001486581 GHP IV, LLC ONE LIBERTY SQUARE BOSTON MA 02109 0 0 1 0 0001486578 Great Hill Partners GP IV, L.P. ONE LIBERTY SQUARE BOSTON MA 02109 0 0 1 0 0001049250 GAFFNEY CHRISTOPHER S ONE LIBERTY SQUARE BOSTON MA 02109 0 0 1 0 0001049251 HAYES JOHN G ONE LIBERTY SQUARE BOSTON MA 02109 0 0 1 0 0001368414 Kumin Michael Andrew C/O WAYFAIR INC. 4 COPLEY PLACE, 7TH FLOOR BOSTON MA 02116 1 0 1 0 0001576430 Taber Mark D. ONE LIBERTY SQUARE BOSTON MA 02109 0 0 1 0 0001365655 Vettel Matthew T ONE LIBERTY SQUARE BOSTON MA 02109 0 0 1 0 Series A-1 Preferred Stock Class B Common Stock 18930 D Series A-1 Preferred Stock Class B Common Stock 6940665 D Series A-2 Preferred Stock Class B Common Stock 3245 D Series A-2 Preferred Stock Class B Common Stock 1189828 D Upon the closing of the issuer's initial public offering of its Class A Common Stock, each share of Series A-1 Preferred Stock, which has no expiration date, will automatically convert into one share of Class B Common Stock. 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 and has no expiration date. 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. 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. 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. 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. Upon the closing of the issuer's initial public offering of its Class A Common Stock, each share of Series A-2 Preferred Stock, which has no expiration date, will automatically convert into one share of Class B Common Stock. /s/ Laurie T. Gerber, as attorney-in-fact of Great Hill Equity Partners IV, 2014-10-01 /s/ Laurie T. Gerber, as attorney-in-fact of Great Hill Investors, LLC 2014-10-01 /s/ Laurie T. Gerber, as attorney-in-fact of GHP IV, LLC 2014-10-01 /s/ Laurie T. Gerber, as attorney-in-fact of Great Hill Partners GP IV, L.P. 2014-10-01 /s/ Laurie T. Gerber, as attorney-in-fact for Christopher S. Gaffney 2014-10-01 /s/ Laurie T. Gerber, as attorney-in-fact for John G. Hayes 2014-10-01 /s/ Laurie T. Gerber, as attorney-in-fact for Michael A. Kumin 2014-10-01 /s/ Laurie T. Gerber, as attorney-in-fact for Mark D. Taber 2014-10-01 /s/ Laurie T. Gerber, as attorney-in-fact for Matthew T. Vettel 2014-10-01