X0306 4 2016-08-02 0 0001616707 Wayfair Inc. W 0001620786 HARBOURVEST PARTNERS 2007 DIRECT ASSOCIATES L.P. C/O HARBOURVEST PARTNERS LLC ONE FINANCIAL CENTER BOSTON MA 02111 0 0 0 1 See Remarks 0001620785 HARBOURVEST PARTNERS 2007 DIRECT ASSOCIATES LLC C/O HARBOURVEST PARTNERS LLC ONE FINANCIAL CENTER BOSTON MA 02111 0 0 0 1 See Remarks 0001620787 HARBOURVEST PARTNERS 2007 DIRECT FUND L.P. C/O HARBOURVEST PARTNERS LLC ONE FINANCIAL CENTER BOSTON MA 02111 0 0 0 1 See Remarks 0001201001 HARBOURVEST PARTNERS LLC C/O HARBOURVEST PARTNERS LLC ONE FINANCIAL CENTER BOSTON MA 02111 0 0 0 1 See Remarks 0001620789 HARBOURVEST PARTNERS VIII-VENTURE ASSOCIATES L.P. C/O HARBOURVEST PARTNERS LLC ONE FINANCIAL CENTER BOSTON MA 02111 0 0 0 1 See Remarks 0001620788 HARBOURVEST PARTNERS VIII-VENTURE ASSOCIATES LLC C/O HARBOURVEST PARTNERS LLC ONE FINANCIAL CENTER BOSTON MA 02111 0 0 0 1 See Remarks 0001620790 HarbourVest Partners VIII-Venture Fund L.P. C/O HARBOURVEST PARTNERS LLC ONE FINANCIAL CENTER BOSTON MA 02111 0 0 0 1 See Remarks 0001620791 HarbourVest Partners/NYSTRS Co-Investment Fund L.P. C/O HARBOURVEST PARTNERS LLC ONE FINANCIAL CENTER BOSTON MA 02111 0 0 0 1 See Remarks 0001620817 HIPEP VI Select Associates L.P. C/O HARBOURVEST PARTNERS LLC ONE FINANCIAL CENTER BOSTON MA 02111 0 0 0 1 See Remarks 0001620816 HIPEP VI Select Associates LLC C/O HARBOURVEST PARTNERS LLC ONE FINANCIAL CENTER BOSTON MA 02111 0 0 0 1 See Remarks Class A Common Stock 2016-08-02 4 J 0 37861 A 1124525 D Class A Common Stock 886745 D Class A Common Stock 1773482 D Class A Common Stock 30943 D These securities are owned solely by HarbourVest Partners VIII-Venture Fund, L.P. ("HV Ventures"). HarbourVest Partners, LLC is the managing member of HarbourVest VIII-Venture Associates LLC, which is the general partner of HarbourVest VIII-Venture Associates L.P., which is the general partner of HV Ventures. Each of HarbourVest Partners, LLC, HarbourVest VIII-Venture Associates LLC and HarbourVest VIII-Venture Associates L.P. may be deemed to have a beneficial interest in the securities held by HV Ventures and each disclaims beneficial ownership of the securities held by HV Ventures, except to the extent of its pecuniary interest which is subject to indeterminable future events. Each of HV Co-Invest (as defined below), HIPEP VI Select Associates LLC, HIPEP VI Select Associates L.P., HV Direct (as defined below), HarbourVest 2007 Direct Associates LLC, HarbourVest 2007 Direct Associates L.P., HV9 (as defined below), HarbourVest IX-Venture Associates LLC, and HarbourVest IX-Venture Associates L.P,. disclaims beneficial ownership of the securities held by HV Ventures 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. These securities are owned solely by HarbourVest/NYSTRS Co-Invest Fund L.P. ("HV Co-Invest"). HarbourVest Partners, LLC is the managing member of HIPEP VI Select Associates LLC, which is the general partner of HIPEP VI Select Associates L.P., which is the general partner of HV Co-Invest. Each of HarbourVest Partners, LLC, HIPEP VI Select Associates LLC and HIPEP VI Select Associates L.P. may be deemed to have a beneficial interest in the securities held by HV Co-Invest and each disclaims beneficial ownership of the securities held by HV Co-Invest, except to the extent of its pecuniary interest which is subject to indeterminable future events. Each of HV Ventures, HarbourVest VIII-Venture Associates LLC, HarbourVest VIII-Venture Associates L.P., HV Direct, HarbourVest 2007 Direct Associates LLC, HarbourVest 2007 Direct Associates L.P., HV9 (as defined below), HarbourVest IX-Venture Associates LLC, and HarbourVest IX-Venture Associates L.P disclaims beneficial ownership of the securities held by HV Co-Invest 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. These securities are owned solely by HarbourVest Partners 2007 Direct Fund L.P. ("HV Direct"). HarbourVest Partners, LLC is the managing member of HarbourVest 2007 Direct Associates LLC, which is the general partner of HarbourVest 2007 Direct Associates L.P., which is the general partner of HV Direct. Each of HarbourVest Partners, LLC, HarbourVest 2007 Direct Associates LLC and HarbourVest 2007 Direct Associates L.P. may be deemed to have a beneficial interest in the securities held by HV Direct 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., HV9 (as defined below), HarbourVest IX-Venture Associates LLC, and HarbourVest IX-Venture Associates L.P disclaims beneficial ownership of the securities held by HV Direct 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. 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-Venture Associates LLC, which is the general partner of HarbourVest IX-Venture 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. Shares received from Spark Capital III (AIV I) L.P. in-kind stock distribution on 8/2/16. Form 1 of 2 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. 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 2016-08-04 HarbourVest 2007 Direct Associates LLC, By: HarbourVest Partners, LLC, its Managing Member; By: /s/ Danielle Green, Chief Compliance Officer 2016-08-04 HarbourVest Partners 2007 Direct Fund L.P., By: HarbourVest 2007 Direct Associates L.P., its GP; By: HarbourVest 2007 Direct Associates LLC, its GP; By: HarbourVest Partners, LLC, its Managing Member; By: /s/ Danielle Green, Chief Compliance Officer 2016-08-04 HarbourVest Partners, LLC, By: /s/ Danielle Green, Chief Compliance Officer 2016-08-04 HarbourVest VIII-Venture Associates L.P., By: HarbourVest VIII-Venture Associates LLC, its GP; By: HarbourVest Partners, LLC, its Managing Member; By: /s/ Danielle Green, Chief Compliance Officer 2016-08-04 HarbourVest VIII-Venture Associates LLC, By: HarbourVest Partners, LLC, its Managing Member; By: /s/ Danielle Green, Chief Compliance Officer 2016-08-04 HarbourVest Partners VIII-Venture Fund, L.P., By: HarbourVest VIII-Venture Associates L.P., its GP; By: HarbourVest VIII-Venture Associates LLC, its GP; By: HarbourVest Partners, LLC, its Managing Member; By: /s/ Danielle Green, Chief Compliance Officer 2016-08-04 HarbourVest/NYSTRS Co-Invest Fund L.P.: By: HIPEP VI Select Associates L.P., its GP; By: HIPEP VI Select Associates LLC, its GP; By: HarbourVest Partners, LLC, its Managing Member; By: /s/ Danielle Green, Chief Compliance Officer 2016-08-04 HIPEP VI Select Associates L.P., By: HIPEP VI Select Associates LLC, its GP; By: HarbourVest Partners, LLC, its Managing Member; By: /s/ Danielle Green, Chief Compliance Officer 2016-08-04 HIPEP VI Select Associates LLC, By: HarbourVest Partners, LLC, its Managing Member; By: /s/ Danielle Green, Chief Compliance Officer 2016-08-04