SEC Form 4 · accession 0001104659-17-034934
Wayfair Inc. · W
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Christopher S Gaffney
10% Owner
John G Hayes
10% Owner
GREAT HILL INVESTORS LLC
10% Owner
Matthew T Vettel
10% Owner
Michael Andrew Kumin
Director · 10% Owner
GREAT HILL EQUITY PARTNERS IV LP
10% Owner
Great Hill Partners GP IV, L.P.
10% Owner
GHP IV, LLC
10% Owner
Mark D. Taber
10% Owner
Period of report
May 22, 2017
Accepted (ET)
May 24, 2017 · 6:20 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001616707
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF2,F3 | May 22, 2017 | J | 223,390 | $0.00 | D | 0 | D | |
| Class A Common StockF2,F4 | May 22, 2017 | J | 32,795 | $0.00 | A | 32,997 | D | |
| Class A Common StockF2,F5 | May 22, 2017 | J | 27,653 | $0.00 | A | 27,855 | D | |
| Class A Common StockF2,F6 | May 22, 2017 | J | 25,401 | $0.00 | A | 25,401 | D | |
| Class A Common StockF2,F7 | May 22, 2017 | J | 20,728 | $0.00 | A | 20,728 | D | |
| Class A Common StockF2,F8 | May 22, 2017 | J | 27,791 | $0.00 | A | 27,992 | D | |
| Class A Common StockF2,F9 | May 22, 2017 | J | 30,849 | $0.00 | A | 30,849 | I | By Blue Hill Capital, LLC |
| Class A Common StockF2,F10 | May 22, 2017 | J | 20,704 | $0.00 | A | 20,704 | I | By Dakota Capital, LLC |
| Class A Common StockF2,F11 | May 22, 2017 | J | 25,707 | $0.00 | A | 25,707 | I | By UBMB, LLC |
| Class A Common StockF2,F12 | May 22, 2017 | S | 2,720 | $63.00 | D | 14,031 | D | |
| Class A Common StockF2,F14 | May 23, 2017 | J | 997,214 | $0.00 | D | 4,147,446 | D | |
| Class A Common StockF2,F3 | May 23, 2017 | J | 223,368 | $0.00 | A | 223,368 | D | |
| Class A Common StockF2,F4 | May 23, 2017 | J | 202 | $0.00 | A | 33,199 | D | |
| Class A Common StockF2,F5 | May 23, 2017 | J | 202 | $0.00 | A | 28,057 | D | |
| Class A Common StockF2,F8 | May 23, 2017 | J | 201 | $0.00 | A | 28,193 | D | |
| Class A Common StockF2,F3 | May 24, 2017 | J | 223,368 | $0.00 | D | 0 | D | |
| Class A Common StockF2,F4 | May 24, 2017 | J | 31,863 | $0.00 | A | 65,062 | D | |
| Class A Common StockF2,F5 | May 24, 2017 | J | 26,909 | $0.00 | A | 54,966 | D | |
| Class A Common StockF2,F6 | May 24, 2017 | J | 25,398 | $0.00 | A | 50,799 | D | |
| Class A Common StockF2,F7 | May 24, 2017 | J | 20,725 | $0.00 | A | 41,453 | D | |
| Class A Common StockF2,F8 | May 24, 2017 | J | 26,860 | $0.00 | A | 54,852 | D | |
| Class A Common StockF2,F9 | May 24, 2017 | J | 29,731 | $0.00 | A | 60,580 | I | By Blue Hill Capital, LLC |
| Class A Common StockF2,F10 | May 24, 2017 | J | 19,772 | $0.00 | A | 40,476 | I | By Dakota Capital, LLC |
| Class A Common StockF2,F11 | May 24, 2017 | J | 24,777 | $0.00 | A | 50,484 | I | By UBMB, LLC |
| Class A Common StockF16,F2,F12 | May 24, 2017 | S | 2,720 | $63.30 | D | 11,311 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Great Hill Partners GP IV, L.P. made a pro rata distribution for no consideration of an aggregate of 223,390 shares of Class A Common Stock of Wayfair Inc. to its limited partners on May 22, 2017.
- F10Dakota Capital, LLC is controlled by Matthew T. Vettel and, as such, he may be deemed to indirectly beneficially own these securities. Mr. Vettel disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
- F11UBMB, LLC is controlled by Christopher S. Gaffney and, as such, he may be deemed to indirectly beneficially own these securities. Mr. Gaffney disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
- F12These 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.
- F13Great Hill Equity Partners IV, L.P made a pro rata distribution for no consideration of an aggregate of 997,214 shares of Class A Common Stock of Wayfair Inc., 223,368 of which were distributed to its general partner, and 773,846 of which were distributed to its limited partners, on May 23, 2017.
- F14These 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.
- F15Great Hill Partners GP IV, L.P. made a pro rata distribution for no consideration of an aggregate of 223,368 shares of Class A Common Stock of Wayfair Inc. to its limited partners on May 24, 2017.
- F16The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.30 to $63.33, inclusive. The reporting person undertakes to provide to Wayfair Inc., any security holder of Wayfair Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
- F2This 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.
- F3These securities are owned by Great Hill Partners GP IV, L.P. 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.
- F4These securities are owned by Christopher S. Gaffney
- F5These securities are owned by John G. Hayes.
- F6These securities are owned by Michael A. Kumin.
- F7These securities are owned by Mark D. Taber.
- F8These securities are owned by Matthew T. Vettel.
- F9Blue Hill Capital, LLC is controlled by John G. Hayes and, as such, he may be deemed to indirectly beneficially own these securities. Mr. Hayes disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
Remarks
Following the transactions reported in this Form 4, 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 are no longer 10% holders of Wayfair Inc.'s Class A Common Stock. Mr. Kumin remains a Director of Wayfair, Inc. and continues to be subject to Section 16 reporting obligations.