SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Agrawal Neeraj

(Last)

(First)

(Middle)

C/O BATTERY VENTURES

ONE MARINA PARK DRIVE, SUITE 1100

(Street)

BOSTON

02210

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Wayfair Inc. [ W ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/07/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	10/07/2014		C		552,233	A	$0.00	552,233	I	See footnote⁽¹⁾⁽²⁾
Class A Common Stock	10/07/2014		S		552,233⁽¹⁾⁽³⁾	D	$27.26	0	I	See footnote⁽¹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A-1 Preferred Stock	⁽⁴⁾	10/07/2014		C			3,747,474	⁽⁴⁾	⁽⁴⁾	Class B Common Stock	3,747,474⁽⁵⁾⁽⁶⁾	⁽⁵⁾⁽⁶⁾	0	I	See footnote⁽¹⁾⁽⁷⁾
Series A-2 Preferred Stock	⁽⁴⁾	10/07/2014		C			642,424	⁽⁴⁾	⁽⁴⁾	Class B Common Stock	642,424⁽⁵⁾⁽⁶⁾	⁽⁵⁾⁽⁶⁾	0	I	See footnote⁽¹⁾⁽⁸⁾
Class B Common Stock	$0.00	10/07/2014		C		4,389,898		⁽⁵⁾⁽⁶⁾	⁽⁵⁾⁽⁶⁾	Class A Common Stock	4,389,898	$0.00	4,389,898	I	See footnote⁽¹⁾⁽⁹⁾
Class B Common Stock	$0.00	10/07/2014		C			552,233	⁽⁵⁾⁽⁶⁾	⁽⁵⁾⁽⁶⁾	Class A Common Stock	552,233	$0.00	3,837,665	I	See footnote⁽¹⁾⁽¹⁰⁾

Explanation of Responses:

1. The sole general partner of Battery Ventures IX (AIV I), L.P. ("Battery Ventures IX (AIV I)") is Battery Partners IX (AIV I), LLC. The sole managing member of Battery Investment Partners IX, LLC ("BIP IX") is Battery Partners IX, LLC. Battery Partners IX (AIV I), LLC's and Battery Partners IX, LLC's investment advisor is Battery Management Corp. (together with Battery Partners IX (AIV I), LLC and Battery Partners IX, LLC, the "Battery Companies"). Neeraj Agrawal, Michael Brown, Thomas J. Crotty, Jesse Feldman, Richard D. Frisbie, Kenneth P. Lawler, Roger H. Lee, R. David Tabors and Scott R. Tobin are the managing members and officers of the Battery Companies and may be deemed to share voting and dispostive power over the shares held by Battery Ventures IX (AIV I) and BIP IX.

2. Consists of 546,766 shares held by Battery Ventures IX (AIV I) and 5,467 shares held by BIP IX.

3. Consists of 546,766 shares sold by Battery Ventures IX (AIV I) and 5,467 shares sold by BIP IX.

4. Each share of the issuer's Series A-1 Preferred Stock and Series A-2 Preferred Stock automatically converted into one (1) share of Class B common stock immediately prior to the closing of the issuer's initial public offering, and has no expiration date.

5. Each share of Class B common stock 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 convert automatically into one share of Class A common stock upon any transfer, whether or not for value and whether voluntary or involuntary or by operation of law, except for certain transfers described in the issuer's restated certificate of incorporation, including, without limitation, certain transfers for tax and estate planning purposes.

6. In addition, upon the earlier of (i) the date on which the outstanding shares of Class B common stock represent less than 10% of the aggregate number of the then outstanding shares of Class A common stock and Class B common stock or (ii) the affirmative vote or written consent of the holders of at least 66-2/3% of the outstanding shares of Class B common stock, all outstanding shares of Class B common stock shall convert automatically into Class A common stock.

7. Battery Ventures IX (AIV I) owned 3,710,374 shares of Series A-1 Preferred Stock and BIP IX owned 37,100 shares of Series A-1 Preferred Stock.

8. Battery Ventures IX (AIV I) owned 636,065 shares of Series A-2 Preferred Stock and BIP IX owned 6,359 shares of Series A-2 Preferred Stock.

9. Consists of 4,346,439 shares held by Battery Ventures IX (AIV I) and 43,459 shares held by BIP IX.

10. Consists of 3,799,673 shares held by Battery Ventures IX (AIV I) and 37,992 shares held by BIP IX.

Remarks:

	/s/ Christopher Schiavo, as attorney-in-fact for Neeraj Agrawal	10/09/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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