SEC Form 4 · accession 0001179110-15-000250

Wayfair Inc. · W

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Michael Andrew Kumin

Director · 10% Owner

Period of report

Dec 31, 2014

Accepted (ET)

Jan 5, 2015 · 5:11 pm EST

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 Stock^F1,F2	Dec 31, 2014	C	19,471	—	A	19,471	I	By Great Hill Investors, LLC
Class A Common Stock^F1,F2	Dec 31, 2014	C	7,139,176	—	A	7,139,176	I	By Great Hill Equity Partners IV, L.P.

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Class B Common Stock^F1,F2	—	Dec 31, 2014	C	19,471	D	—	—	Class A Common Stock	19,471	0	I
Class B Common Stock^F1,F2	—	Dec 31, 2014	C	7,139,176	D	—	—	Class A Common Stock	7,139,176	0	I

Explanation of responses

F1Each 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.
F2Great 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. 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.