UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)

 

Wayfair Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

94419L101

(CUSIP Number)

December 31, 2015

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

CUSIP No. 94419L101

Schedule 13G

 

 

 

1

Names of Reporting Persons
Great Hill Investors, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Massachusetts

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
19,471

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
19,471

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
19,471

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
Less than 1.0%

 

 

12

Type of Reporting Person
OO

 

1


 

CUSIP No. 94419L101

Schedule 13G

 

 

 

1

Names of Reporting Persons
Great Hill Equity Partners IV, LP

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
7,139,176

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
7,139,176

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
7,139,176

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
15.6%

 

 

12

Type of Reporting Person
PN

 

2


 

CUSIP No. 94419L101

Schedule 13G

 

 

 

1

Names of Reporting Persons
Great Hill Partners GP IV, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
7,139,176

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
7,139,176

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
7,139,176

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
15.6%

 

 

12

Type of Reporting Person
PN

 

3


 

CUSIP No. 94419L101

Schedule 13G

 

 

 

1

Names of Reporting Persons
GHP IV, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
7,139,176

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
7,139,176

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
7,139,176

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
15.6%

 

 

12

Type of Reporting Person
OO

 

4


 

CUSIP No. 94419L101

Schedule 13G

 

 

 

1

Names of Reporting Persons
Christopher S. Gaffney

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
7,158,647

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
7,158,647

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
7,158,647

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
15.6%

 

 

12

Type of Reporting Person
IN

 

5


 

CUSIP No. 94419L101

Schedule 13G

 

 

 

1

Names of Reporting Persons
John G. Hayes

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
7,158,647

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
7,158,647

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
7,158,647

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
15.6%

 

 

12

Type of Reporting Person
IN

 

6


 

CUSIP No. 94419L101

Schedule 13G

 

 

 

1

Names of Reporting Persons
Michael A. Kumin

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
7,158,647

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
7,158,647

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
7,158,647

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
15.6%

 

 

12

Type of Reporting Person
IN

 

7


 

CUSIP No. 94419L101

Schedule 13G

 

 

 

1

Names of Reporting Persons
Mark D. Taber

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
7,158,647

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
7,158,647

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
7,158,647

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
15.6%

 

 

12

Type of Reporting Person
IN

 

8


 

CUSIP No. 94419L101

Schedule 13G

 

 

 

1

Names of Reporting Persons
Matthew T. Vettel

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
7,158,647

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
7,158,647

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
7,158,647

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
15.6%

 

 

12

Type of Reporting Person
IN

 

9


 

CUSIP No. 94419L101

Schedule 13G

 

 

Item 1.

(a)

Name of Issuer:
Wayfair Inc.  (the “Issuer”)

 

(b)

Address of Issuer’s Principal Executive Offices:
4 Copley Place, 7th Floor

Boston, MA 02116

 

Item 2.

(a)

Name of Person Filing:
Great Hill Investors, LLC (“GHI”)

Great Hill Equity Partners IV, L.P. (“GHEP IV”)

Great Hill Partners GP IV, L.P. (“GHEPIVGP”)

GHP IV, LLC (“GHPIV”)

Christopher S. Gaffney (“Gaffney”)

John G. Hayes (“Hayes”)

Michael A. Kumin (“Kumin”)

Mark D. Taber (“Taber”)

Matthew T. Vettel (“Vettel”)

 

(b)

Address or Principal Business Office:
The business address of each of reporting person is c/o Great Hill Partners, LP; One Liberty Square; Boston, MA 02109.

 

(c)

Citizenship of each Reporting Person is:

 

 

GHI

GHEP IV

GHEPIVGP

GHPIV

Gaffney

Hayes

Kumin

Taber

Vettel

Massachusetts limited liability company

Delaware limited partnership

Delaware limited partnership

Delaware limited liability company

U.S. citizen

U.S. citizen

U.S. citizen

U.S. citizen

U.S. citizen

 

(d)

Title of Class of Securities:
Class A Common Stock, $0.001 par value per share, of Wayfair Inc.

 

(e)

CUSIP Number:
94419L101

 

10


 

CUSIP No. 94419L101

Schedule 13G

 

 

 

Item 3.

 

 

Not applicable.

 

 

Item 4.

Ownership

 

 

(a)

Amount beneficially owned:   

 

As of December 31, 2015, GHI owned 19,471 shares of Class A Common Stock. GHI is controlled by Gaffney, Hayes, Kumin, Taber and Vettel and, as such, they may be deemed to indirectly beneficially own the shares beneficially owned by GHI. Each of Messrs. Gaffney, Hayes, Kumin, Taber and Vettel disclaims beneficial ownership of these shares.

 

As of December 31, 2015, GHEP IV owned 7,139,176 shares of Class A Common Stock. GHEPIVGP is the sole general partner of GHEPIV and GHPIV is the sole general partner of GHEPIVGP. GHPIV is controlled by Gaffney, Hayes, Kumin, Taber and Vettel and, as such, they may be deemed to indirectly beneficially own the shares beneficially owned by GHEP IV. Each of Messrs. Gaffney, Hayes, Kumin, Taber and Vettel disclaims beneficial ownership of these shares.

 

(b)

Percent of class:   

 

 

GHI

GHEP IV

GHEPIVGP

GHPIV

Gaffney

Hayes

Kumin

Taber

Vettel

Less than 1.0%

15.6%

15.6%

15.6%

15.6%

15.6%

15.6%

15.6%

15.6%

 

 

The ownership percentages above are based on an aggregate of 45,814,237 shares of Class A Common Stock outstanding as of December 31, 2015.

 

11


 

CUSIP No. 94419L101

Schedule 13G

 

 

 

 

(c)

Number of shares as to which such person has:

 

 

 

 

 

Number of Shares

 

 

 

Reporting Person

 

(i)

 

(ii)

 

(iii)

 

(iv)

 

 

 

GHI

 

0

 

19,471

 

0

 

19,471

 

 

 

GHEP IV

 

0

 

7,139,176

 

0

 

7,139,176

 

 

 

GHEPIVGP

 

0

 

7,139,176

 

0

 

7,139,176

 

 

 

GHPIV

 

0

 

7,139,176

 

0

 

7,139,176

 

 

 

Gaffney

 

0

 

7,158,647

 

0

 

7,158,647

 

 

 

Hayes

 

0

 

7,158,647

 

0

 

7,158,647

 

 

 

Kumin

 

0

 

7,158,647

 

0

 

7,158,647

 

 

 

Taber

 

0

 

7,158,647

 

0

 

7,158,647

 

 

 

Vettel

 

0

 

7,158,647

 

0

 

7,158,647

 

 

 

 

 

 

(i)

Sole power to vote or to direct the vote   

 

 

 

(ii)

Shared power to vote or to direct the vote    

 

 

 

(iii)

Sole power to dispose or to direct the disposition of   

 

 

 

(iv)

Shared power to dispose or to direct the disposition of   

 

 

Item 5.

Ownership of Five Percent or Less of a Class

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: o

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

 

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group

 

Not applicable.

 

Item 9.

Notice of Dissolution of Group

 

Not applicable.

 

12


 

CUSIP No. 94419L101

Schedule 13G

 

 

 

Item 10.

Certification

 

Not applicable.

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date:      February 9, 2016

 

GREAT HILL INVESTORS, LLC

 

 

 

 

By:

/s/ Laurie T. Gerber

 

Title: Attorney-in-fact

 

 

 

GREAT HILL EQUITY PARTNERS IV, L.P.

 

By: GREAT HILL PARTNERS GP IV, L.P., its General Partner

 

By: GHP IV, LLC, its General Partner

 

 

 

 

By:

/s/ Laurie T. Gerber

 

Title: Attorney-in-fact

 

 

 

GREAT HILL PARTNERS GP IV, L.P.

 

By: GHP IV, LLC, its General Partner

 

 

 

 

By:

/s/ Laurie T. Gerber

 

Title: Attorney-in-fact

 

 

 

GHP IV, LLC

 

 

 

 

By:

/s/ Laurie T. Gerber

 

Title: Attorney-in-fact

 

 

 

/s/ Laurie T. Gerber, as attorney-in-fact for Christopher S. Gaffney

 

Name: Christopher S. Gaffney

 

 

 

/s/ Laurie T. Gerber, as attorney-in-fact for John G. Hayes

 

Name: John G. Hayes

 

 

 

/s/ Laurie T. Gerber, as attorney-in-fact for Michael A. Kumin

 

Name: Michael A. Kumin

 

 

 

/s/ Laurie T. Gerber, as attorney-in-fact for Mark D. Taber

 

Name: Mark D. Taber

 

 

 

/s/ Laurie T. Gerber, as attorney-in-fact for Matthew T. Vettel

 

Name: Matthew T. Vettel

 

 

13


 

CUSIP No. 94419L101

Schedule 13G

 

 

LIST OF EXHIBITS

 

Exhibit No.

 

Description

 

 

 

I

 

Joint Filing Agreement

 

14