10-K


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10-K/A
Amendment No. 1
 
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2015
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                to     
Commission File Number: 001-36666
 
Wayfair Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
 
36-4791999
(I.R.S. Employer
Identification Number)
4 Copley Place, 7th Floor, Boston, MA
(Address of principal executive offices)
 
02116
(Zip Code)
(617) 532-6100
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Name of each exchange on which registered
Class A Common Stock, $0.001 par value
 
The New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x     No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes oNo x
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x    No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x    No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act:
Large accelerated filer x
 
Accelerated filer o
 
Non-accelerated filer o
 (Do not check if a
smaller reporting company)
 
Smaller reporting company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o    No x
The aggregate market value of the voting and non-voting common equity held by non-affiliates as of June 30, 2015 computed by reference to the closing sale price of $37.64 per share as reported on the New York Stock Exchange on that date was $868.7 million.
Class
 
Outstanding at January 31, 2016
Class A Common Stock, $0.001 par value per share 
 
46,159,314
Class B Common Stock, $0.001 par value per share
 
38,221,410





DOCUMENTS INCORPORATED BY REFERENCE
Certain sections of the registrant's definitive Proxy Statement for the 2016 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission pursuant to Rule 14A not later than 120 days after end of this fiscal year to which this report relates.





EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (the “Amendment”) to the Annual Report on Form 10-K of Wayfair Inc. (the “Company”) for the fiscal year ended December 31, 2015, filed with the Securities and Exchange Commission on February 29, 2016 (the “Original Filing”), is being filed solely to refile Exhibits 32.1 and 32.2 to correct certain typographical errors. The certifications from the Company’s Chief Executive Officer and Chief Financial Officer filed as Exhibits 32.1 and 32.2 of the Original Filing inadvertently referred to December 31, 2014 rather than December 31, 2015.
Except for the foregoing amended information, this Amendment does not alter or update any other information contained in the Original Filing. This Amendment does not reflect events that may have occurred subsequent to the Original Filing.
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment.




ITEM 15. Exhibits and Financial Statement Schedules
(a)
Financial Statements *
(b)
Financial Statement Schedules
Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes herein.
(c)
Exhibits
See the Exhibit Index immediately following the signature page of this report, which is incorporated herein by reference.

* Previously filed with the Original Filing




SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
WAYFAIR INC.
 
 
By:
/s/ NIRAJ SHAH
 
 
 
Niraj Shah
 
 
 
Chief Executive Officer and Co-Founder
 
 
Date: March 2, 2016
 





PART IV
EXHIBIT INDEX
 

 
 
 
 
 
Incorporated by Reference
Exhibit
Number
 
Exhibit Description
 
Filed
Herewith
 
Form
 
File No.
 
Filing Date
 
Exhibit
Number
2.1

 
Contribution and Exchange Agreement dated as of August 15, 2014 between the Company and the other and the other parties thereto
 
 
 
S-1
 
333-198171
 
8/15/2014
 
2.1
3.1

 
Restated Certificate of Incorporation of the Company
 
 
 
8-K
 
001-36666
 
10/8/2014
 
3.1
3.2

 
Amended and Restated Bylaws of the Company
 
 
 
8-K
 
001-36666
 
10/8/2014
 
3.2
4.1

 
Specimen stock certificate evidencing the shares of Class A common stock of the Company
 
 
 
S-1
 
333-198171
 
9/19/2014
 
4.1
10.1

 
Second Amended and Restated 2010 Incentive Plan
 
 
 
S-1
 
333-198171
 
8/15/2014
 
10.1
10.2

 
Form of Deferred Unit Agreement under the Second Amended and Restated 2010 Incentive Plan
 
 
 
S-1
 
333-198171
 
8/15/2014
 
10.2
10.3

 
2014 Incentive Award Plan
 
 
 
S-1
 
333-198171
 
9/19/2014
 
10.3
10.4

 
Form of Option Agreement under the 2014 Incentive Award Plan
 
 
 
S-1
 
333-198171
 
9/19/2014
 
10.4
10.5

 
Form of Restricted Stock Unit Agreement under the 2014 Incentive Award Plan
 
 
 
S-1
 
333-198171
 
9/19/2014
 
10.5
10.6

 
Form of Restricted Stock Award Agreement under the 2014 Incentive Award Plan
 
 
 
S-1
 
333-198171
 
9/19/2014
 
10.6
10.7

 
Investors' Rights Agreement, dated August 15, 2014, by and among the Company and the other parties thereto
 
 
 
10-K 
 
 001-36666
 
3/19/2015
 
10.7
10.8

 
Form of Indemnification Agreement for Directors and Officers
 
 
 
S-1
 
333-198171
 
8/15/2014
 
10.8
10.9

 
Office Lease dated April 18, 2013 between Copley Place Associates, LLC and the Company, as amended by the First Amendment to Lease dated February 11, 2014, as further amended by the Second Amendment to Lease dated October 24, 2014, as further amended by the Third Amendment to Lease dated October 8, 2015, and as further amended by the Fourth Amendment to Lease dated February 3, 2016
 
 
 
10-K
 
001-36666
 
2/29/16
 
10.9




 
 
 
 
 
 
Incorporated by Reference
Exhibit
Number
 
Exhibit Description
 
Filed
Herewith
 
Form
 
File No.
 
Filing Date
 
Exhibit
Number
10.10

 
Wayfair International Assignment Agreement dated April 1, 2015 between the Company and John Mulliken

 
 
 
10-Q
 
001-36666

 
5/15/2015
 
10.10
10.11

 
Form of Amended and Restated Letter Agreement dated May 6, 2014 between the Company and each of Niraj Shah and Steven Conine
 
 
 
S-1
 
333-198171
 
8/15/2014
 
10.11
10.12

 
Letter Agreement dated October 2, 2013 between the Company and Michael Fleisher, as amended May 5, 2014
 
 
 
S-1
 
333-198171
 
8/15/2014
 
10.12
10.13

 
Loan Agreement dated October 29, 2012 between Bank of America, N.A. and the Company, as amended by amendments dated October 29, 2013, June 6, 2014 and July 31, 2015
 
 
 
10-K
 
001-36666
 
2/29/16
 
10.13
21.1

 
Subsidiaries of the Company
 
 
 
10-K
 
001-36666
 
2/29/16
 
21.1
23.1

 
Consent of Ernst & Young LLP
 
 
 
10-K
 
001-36666
 
2/29/16
 
23.1
31.1

 
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
X
 
 
 
 
 
 
 
 
31.2

 
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
X
 
 
 
 
 
 
 
 
32.1

 
Certification of Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
X
 
 
 
 
 
 
 
 
32.2

 
Certification of Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
X
 
 
 
 
 
 
 
 
101.INS

 
XBRL Instance Document
 
 
 
10-K
 
001-36666
 
2/29/16
 
101.INS
101.SCH

 
XBRL Taxonomy Schema Linkbase Document
 
 
 
10-K
 
001-36666
 
2/29/16
 
101.SCH




 
 
 
 
 
 
Incorporated by Reference
Exhibit
Number
 
Exhibit Description
 
Filed
Herewith
 
Form
 
File No.
 
Filing Date
 
Exhibit
Number
101.CAL
 
XBRL Taxonomy Calculation Linkbase Document
 
 
 
10-K
 
001-36666
 
2/29/16
 
101.CAL
101.DEF
 
XBRL Taxonomy Definition Linkbase Document
 
 
 
10-K
 
001-36666
 
2/29/16
 
101.DEF
101.LAB
 
XBRL Taxonomy Labels Linkbase Document
 
 
 
10-K
 
001-36666
 
2/29/16
 
101.LAB
101.PRE
 
XBRL Taxonomy Presentation Linkbase Document
 
 
 
10-K
 
001-36666
 
2/29/16
 
101.PRE