X0306 4 2016-04-21 0 0001616707 Wayfair Inc. W 0001620020 Malone Nicholas C/O WAYFAIR INC., 4 COPLEY PLACE, 7TH FL BOSTON MA 02116 0 1 0 0 Chief Administrative Officer Class A Common Stock 2016-04-21 4 C 0 470 A 137652 D Restricted Stock Units ("RSUs") 2016-04-21 4 M 0 697 0 D Class B Common Stock 697 1395 D Class B Common Stock 2016-04-21 4 M 0 697 A Class A Common Stock 697 697 D Class B Common Stock 2016-04-21 4 F 0 227 42.13 D Class A Common Stock 227 470 D Class B Common Stock 2016-04-21 4 C 0 470 D Class A Common Stock 470 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. 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 Nicholas Malone 2016-04-25