Edgar Filing: Wayfair Inc.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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January 31, 2005

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

GREAT HILL EQUITY PARTNERS IV LP

2. Issuer Name and Ticker or Trading Symbol
Wayfair Inc. [W]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

ONE LIBERTY SQUARE,

3. Date of Earliest Transaction (Month/Day/Year)
10/07/2014

(Street)

BOSTON, MA 02109

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	10/07/2014		C		2,704	A	⁽²⁾	2,704	D ⁽³⁾ ⁽⁴⁾
Class A Common Stock	10/07/2014		S		2,704	D	$ 27.26	0	D ⁽³⁾ ⁽⁴⁾
Class A Common Stock	10/07/2014		C		991,317	A	⁽²⁾	991,317	D ⁽⁴⁾ ⁽⁵⁾
Class A Common Stock	10/07/2014		S		991,317	D	$ 27.26	0	D ⁽⁴⁾ ⁽⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A-1 Preferred Stock

⁽¹⁾

10/07/2014

18,930

⁽¹⁾

Class B Common Stock ⁽²⁾

18,930

⁽¹⁾

D ⁽³⁾ ⁽⁴⁾

Series A-1 Preferred Stock

⁽¹⁾

10/07/2014

6,940,665

⁽¹⁾

Class B Common Stock ⁽²⁾

6,940,665

⁽¹⁾

D ⁽⁴⁾ ⁽⁵⁾

Series A-2 Preferred Stock

⁽¹⁾

10/07/2014

3,245

⁽¹⁾

Class B Common Stock ⁽²⁾

3,245

⁽¹⁾

D ⁽³⁾ ⁽⁴⁾

Series A-2 Preferred Stock

⁽¹⁾

10/07/2014

1,189,828

⁽¹⁾

Class B Common Stock ⁽²⁾

1,189,828

⁽¹⁾

D ⁽⁴⁾ ⁽⁵⁾

Class B Common Stock

⁽¹⁾

10/07/2014

18,930

⁽²⁾

Class A Common Stock

18,930

⁽²⁾

18,930

D ⁽³⁾ ⁽⁴⁾

Class B Common Stock

⁽¹⁾

10/07/2014

6,940,665

⁽²⁾

Class A Common Stock

6,940,665

⁽²⁾

6,940,665

D ⁽⁴⁾ ⁽⁵⁾

Class B Common Stock

⁽¹⁾

10/07/2014

3,245

⁽²⁾

Class A Common Stock

3,245

⁽²⁾

22,175

D ⁽³⁾ ⁽⁴⁾

Class B Common Stock

⁽¹⁾

10/07/2014

1,189,828

⁽²⁾

Class A Common Stock

1,189,828

⁽²⁾

8,130,493

D ⁽⁴⁾ ⁽⁵⁾

Class B Common Stock

$ 0

10/07/2014

2,704

⁽²⁾

Class A Common Stock

2,704

⁽²⁾

19,471

D ⁽³⁾ ⁽⁴⁾

Class B Common Stock

$ 0

10/07/2014

991,317

⁽²⁾

Class A Common Stock

991,317

⁽²⁾

7,139,176

D ⁽⁴⁾ ⁽⁵⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GREAT HILL EQUITY PARTNERS IV LP ONE LIBERTY SQUARE BOSTON, MA 02109		X
GREAT HILL INVESTORS LLC ONE LIBERTY SQUARE BOSTON, MA 02109		X
GHP IV, LLC ONE LIBERTY SQUARE BOSTON, MA 02109		X
Great Hill Partners GP IV, L.P. ONE LIBERTY SQUARE BOSTON, MA 02109		X
GAFFNEY CHRISTOPHER S ONE LIBERTY SQUARE BOSTON, MA 02109		X
HAYES JOHN G ONE LIBERTY SQUARE BOSTON, MA 02109		X
Kumin Michael Andrew C/O WAYFAIR INC. 4 COPLEY PLACE, 7TH FLOOR BOSTON, MA 02116	X	X
Taber Mark D. ONE LIBERTY SQUARE BOSTON, MA 02109		X
Vettel Matthew T ONE LIBERTY SQUARE BOSTON, MA 02109		X

Signatures

/s/ Laurie T. Gerber, as attorney-in-fact of Great Hill Equity Partners IV, L.P.		10/09/2014
^**Signature of Reporting Person		Date
/s/ Laurie T. Gerber, as attorney-in-fact of Great Hill Investors, LLC		10/09/2014
^**Signature of Reporting Person		Date
/s/ Laurie T. Gerber, as attorney-in-fact of GHP IV, LLC		10/09/2014
^**Signature of Reporting Person		Date
/s/ Laurie T. Gerber, as attorney-in-fact of Great Hill Partners GP IV, L.P.		10/09/2014
^**Signature of Reporting Person		Date
/s/ Laurie T. Gerber, as attorney-in-fact for Christopher S. Gaffney		10/09/2014
^**Signature of Reporting Person		Date
/s/ Laurie T. Gerber, as attorney-in-fact for John G. Hayes		10/09/2014
^**Signature of Reporting Person		Date
/s/ Laurie T. Gerber, as attorney-in-fact for Michael A. Kumin		10/09/2014
^**Signature of Reporting Person		Date
/s/ Laurie T. Gerber, as attorney-in-fact for Mark D. Taber		10/09/2014
^**Signature of Reporting Person		Date
/s/ Laurie T. Gerber, as attorney-in-fact for Matthew T. Vettel		10/09/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Each share of Series A-1 Preferred Stock and Series A-2 Preferred Stock, each of which has no expiration date, automatically converted into one share of Class B Common Stock upon the consummation of the issuer's initial public offering.
(2)	Each share of Class B Common Stock, which has no expiration date, is convertible at any time at the option of the holder into one share of Class A Common Stock. 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.
(3)	These securities are owned by Great Hill Investors, LLC. Great Hill Investors, LLC is controlled by Christopher S. Gaffney, John G. Hayes, Michael A. Kumin, Mark D. Taber and Matthew T. Vettel and, as such, they may be deemed to indirectly beneficially own the shares beneficially owned by Great Hill Investors, LLC. Each of Messrs. Gaffney, Hayes, Kumin, Taber and Vettel disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
(4)	This report is filed jointly by Great Hill Investors, LLC, Great Hill Equity Partners IV, L.P., GHP IV, LLC, Great Hill Partners GP IV, L.P., Christopher S. Gaffney, John G. Hayes, Michael A. Kumin, Mark D. Taber and Matthew T. Vettel.
(5)	These securities are owned by Great Hill Equity Partners IV, L.P. Great Hill Partners GP IV, L.P. is the sole general partner of Great Hill Equity Partners IV, L.P. and GHP IV, LLC is the sole general partner of Great Hill Partners GP IV, L.P. GHP IV, LLC is controlled by Christopher S. Gaffney, John G. Hayes, Michael A. Kumin, Mark D. Taber and Matthew T. Vettel and, as such, they may be deemed to indirectly beneficially own the shares beneficially owned by Great Hill Equity Partners IV, L.P. Each of Messrs. Gaffney, Hayes, Kumin, Taber and Vettel disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

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