UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No. 94419L101

Schedule 13G

1

Names of Reporting Persons
Niraj Shah

2

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

o

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
16,017,578

7

Sole Dispositive Power
0

8

Shared Dispositive Power
16,017,578

9

Aggregate Amount Beneficially Owned by Each Reporting Person
16,017,578

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
30.2%

12

Type of Reporting Person
IN

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:
Niraj Shah (the “Reporting Person”)

(b)

Address or Principal Business Office:
4 Copley Place, 7th Floor

Boston, MA 02116

(c)

Citizenship:
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

Item 3.

Not applicable.

CUSIP No. 94419L101

Schedule 13G

Item 4.

Ownership

(a)

Amount beneficially owned:   

As of December 31, 2014, the Reporting Person owned 16,017,578 shares of Class B common stock and restricted stock units that will convert in 5,000 shares of Class B common stock within 60 days after December 31, 2014. Each share of Class B common stock is convertible at any time at the option of the Reporting Person into one share of Class A Common. 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 662/3% 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.

(b)

Percent of class:   

30.2%

The ownership percentage above is based on an aggregate of 53,020,452 shares of Class A Common Stock outstanding, consisting of (i) 37,002,874 shares of Class A Common Stock outstanding as of December 31, 2014, as reported in a press release issued by Wayfair Inc. on January 5, 2015, and (ii) 16,017,578 shares of Class A Common Stock issuable upon conversion on a one-for-one basis of 16,017,578 shares of Class B common stock owned by the reporting person or issuable to the Reporting Person within 60 days after December 31, 2014.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote   

16,017,578

(ii)

Shared power to vote or to direct the vote    

0

(iii)

Sole power to dispose or to direct the disposition of   

16,017,578

(iv)

Shared power to dispose or to direct the disposition of   

0

Item 5.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

Item 6.

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

Not applicable.

Item 7.

Identification and Classification of Members of the Group

Not applicable.

Item 8.

Notice of Dissolution of Group

Not applicable.

CUSIP No. 94419L101

Schedule 13G

Item 9.

Certification

Not applicable.

By:

/s/ Niraj Shah

Name:

Niraj Shah