X0306 4 2015-09-21 0 0001616707 Wayfair Inc. W 0001620005 Savarese James C/O WAYFAIR INC., 4 COPLEY PLACE, 7TH FL BOSTON MA 02116 0 1 0 0 Chief Operating Officer Class A Common Stock 2015-09-21 4 C 0 1474 A 642858 D Class A Common Stock 2015-09-23 4 S 0 7000 34.64 D 635858 D Restricted Stock Units ("RSUs") 2015-09-21 4 M 0 2788 0 D Class B Common Stock 2788 25093 D Class B Common Stock 2015-09-21 4 M 0 2788 A Class A Common Stock 2788 2788 D Class B Common Stock 2015-09-21 4 F 0 1314 34.14 D Class A Common Stock 1314 1474 D Class B Common Stock 2015-09-21 4 C 0 1474 D Class A Common Stock 1474 0 D 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. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 24, 2014. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.16 to $35.00, inclusive. The reporting person undertakes to provide to Wayfair Inc., any security holder of Wayfair Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. Each RSU represents a contingent right to receive one share of Class B Common Stock when vested. These RSUs vest upon the satisfaction of a service condition and an event condition and have no expiration date. The service condition is satisfied as to 1/5th of the shares on June 21, 2012 and as to an additional 1/60th of the shares for each month of continuous service thereafter. The event condition was satisfied on the closing of the issuer's initial public offering of Class A Common Stock. /s/ Enrique Colbert, Attorney-in-Fact for James Savarese 2015-09-23