X0206 3 2014-10-01 0 0001616707 Wayfair Inc. W 0001620159 Oblak Steve C/O WAYFAIR INC. 4 COPLEY PLACE, 7TH FLOOR BOSTON MA 02116 0 1 0 0 SVP and GM, Wayfair.com Class B Common Stock Class A Common Stock 35821 D Restricted Stock Units ("RSUs") 2019-11-02 Class B Common Stock 50000 D Restricted Stock Units ("RSUs") 2020-05-14 Class B Common Stock 50000 D Restricted Stock Units ("RSUs") 2021-04-08 Class B Common Stock 30000 D Restricted Stock Units ("RSUs") 2018-10-18 Class B Common Stock 15000 D Restricted Stock Units ("RSUs") 2018-08-03 Class B Common Stock 8364 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. These shares of Class B Common Stock are restricted stock and subject to forfeiture in the event such shares remain unvested upon the end of the holder's continuous service. The shares vest as to 1/5th of the shares on March 15, 2011 and as to an additional 1/60th of the shares for each month of continuous service thereafter. These RSUs vest upon the satisfaction of a service condition and an event condition. The service condition is satisfied as to 1/5th of the shares on August 1, 2013 and as to an additional 1/60th of the shares for each month of continuous service thereafter. The event condition will be satisfied on the closing of the issuer's initial public offering 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. The service condition is satisfied as to 1/5th of the shares on March 15, 2014 and as to an additional 1/60th of the shares for each month of continuous service thereafter. The event condition will be satisfied on the closing of the issuer's initial public offering of Class A Common Stock. These RSUs vest upon the satisfaction of a service condition and an event condition. The service condition is satisfied as to 1/5th of the shares on March 1, 2015 and as to an additional 1/60th of the shares for each month of continuous service thereafter. The event condition will be satisfied on the closing of the issuer's initial public offering of Class A Common Stock. These RSUs vest upon the satisfaction of a service condition and an event condition. The service condition is satisfied as to 1/5th of the shares on August 1, 2012 and as to an additional 1/60th of the shares for each month of continuous service thereafter. The event condition will be satisfied on the closing of the issuer's initial public offering of Class A Common Stock. These RSUs vest upon the satisfaction of a service condition and an event condition. 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 will be satisfied on the closing of the issuer's initial public offering of Class A Common Stock. /s/ Enrique Colbert, Attorney-in-Fact 2014-10-01