X0306 4 2016-03-02 0 0001616707 Wayfair Inc. W 0001620786 HARBOURVEST PARTNERS 2007 DIRECT ASSOCIATES L.P. C/O HARBOURVEST PARTNERS LLC ONE FINANCIAL CENTER, 44TH FLOOR BOSTON MA 02111 0 0 0 1 See Remarks 0001485992 HarbourVest Partners IX-Venture Fund L.P. C/O OF HARBOURVEST PARTNERS LLC ONE FINANCIAL CENTER, 44TH FLOOR BOSTON MA 02111 0 0 0 1 (see remarks) 0001659078 HarbourVest IX-Venture Associates L.P. C/O HARBOURVEST PARTNERS LLC ONE FINANCIAL CENTER, 44TH FLOOR BOSTON MA 02110 0 0 0 1 (see remarks) 0001659259 HarbourVest IX-Venture Associates LLC C/O HARBOURVEST PARTNERS LLC ONE FINANCIAL CENTER, 44TH FLOOR BOSTON MA 02110 0 0 0 1 (see remarks) Class A Common Stock 2016-03-03 4 S 0 48 44.4401 D 14576 D Class A Common Stock 2016-03-03 4 S 0 69 45.4516 D 14507 D Class A Common Stock 2016-03-03 4 S 0 86 46.2842 D 14421 D Class A Common Stock 2016-03-03 4 J 0 9662 A 24083 D The securities are owned solely by HarbourVest Partners IX-Venture Fund L.P. ("HV9"). HarbourVest Partners LLC which is the Managing Member of HarbourVest IX-Associates LLC, which is the general partner of HarbourVest IX-Associates L.P. which is the general partner of HarbourVest Partners IX-Venture Fund L.P. may be deemed to have a beneficial interest in the securities held by HV9 and each disclaims beneficial ownership of the securities held by HV Direct, except to the extent of its pecuniary interest which is subject to indeterminable future events. Each of HV Co-Invest, HIPEP VI Select Associates LLC, HIPEP VI Select Associates L.P., HV Ventures, HarbourVest VIII-Venture Associates LLC, HarbourVest VIII-Venture Associates L.P., HV Direct, HarbourVest 2007 Direct Associates LLC and HarbourVest 2007 Direct Associates L.P. disclaims beneficial ownership of the securities held by HV9 and this report shall not be deemed an admission that any such reporting person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act or for any other purpose. This transaction was executed in multiple trades at prices ranging from $44.00 to $44.94 per share inclusive. The price reported above reflects the weighted average sale price. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. This transaction was executed in multiple trades at prices ranging from $45.00 to $45.75 per share inclusive. The price reported above reflects the weighted average sale price. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. This transaction was executed in multiple trades at prices ranging from $46.00 to $46.76 per share inclusive. The price reported above reflects the weighted average sale price. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. Shares received from Battery Ventures IX (AIV I) L.P. in-kind stock distribution on 3/3/16. The reporting persons beneficially own less than 10% of the Issuer's Class A Common Stock, which is the class of equity securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This Form 4 is being filed as a precautionary measure because Ian Lane, a Managing Director of HarbourVest Partners LLC, serves as a member of the board of directors of the Issuer. The filing of this Form shall not be deemed an admission that the reporting persons are required to file reports pursuant to Section 16 of the Exchange Act. Form 4 of 4 HarbourVest 2007 Direct Associates L.P., By: HarbourVest 2007 Direct Associates LLC, its GP; By: HarbourVest Partners, LLC, its Managing Member; By: /s/ Danielle Green, Chief Compliance Officer 2016-03-04 HarbourVest Partners IX-Venture Fund L.P., By: HarbourVest IX-Venture Associates L.P., its GP; By: HarbourVest IX-Venture Associates LLC, its GP; By: HarbourVest Partners, LLC, its Managing Member; By: /s/ Danielle Green, Chief Compliance Officer 2016-03-04 HarbourVest IX-Venture Associates L.P., By: HarbourVest IX-Venture Associates LLC, its GP; By: HarbourVest Partners, LLC, its Managing Member; By: /s/ Danielle Green, Chief Compliance Officer 2016-03-04 HarbourVest IX-Venture Associates LLC, By: HarbourVest Partners, LLC, its Managing Member; By: /s/ Danielle Green, Chief Compliance Officer 2016-03-04