| Accession Number: | 0000899243-16-021136 |
| Date: | 2016-05-25 |
| Issuer: | WAYFAIR INC. (W) |
| Original Submission Date: |
HARBOURVEST PARTNERS 2007 DIRECT ASSOCIATES L.P.
C/O HARBOURVEST PARTNERS LLC
ONE FINANCIAL CENTER
BOSTON, MA 02111
HARBOURVEST PARTNERS IX-VENTURE FUND L.P.
C/O OF HARBOURVEST PARTNERS LLC
ONE FINANCIAL CENTER
BOSTON, MA 02111
HARBOURVEST IX-VENTURE ASSOCIATES L.P.
C/O HARBOURVEST PARTNERS LLC
ONE FINANCIAL CENTER
BOSTON, MA 02111
HARBOURVEST IX-VENTURE ASSOCIATES LLC
C/O HARBOURVEST PARTNERS LLC
ONE FINANCIAL CENTER
BOSTON, MA 02111
| Title of Security | Transaction Date | 2a. Deemed Execution Date | Transaction Code | Shares | Acquired or Disposed | Price per share | 5. Amount of Securities Beneficially Owned Following Reported Transaction | 6. Ownership Form Direct or Indirect | Nature of Indirect Ownership |
|---|---|---|---|---|---|---|---|---|---|
| CLASS A COMMON STOCK | 2016-05-25 | S | 8,630 | d | $40.35 | 1,119,742 f2 | direct | ||
| CLASS A COMMON STOCK | 2016-05-25 | S | 7,042 | d | $40.35 | 913,738 f4 | direct | ||
| CLASS A COMMON STOCK | 2016-05-25 | S | 14,082 | d | $40.35 | 1,827,469 f6 | direct | ||
| CLASS A COMMON STOCK | 2016-05-25 | S | 246 | d | $40.35 | 31,885 f8 | direct |
| Title of Derivative Security | Conversion or Exercise Price of Derivative Security | Transaction Date | Deemed Execution Date | Transaction Code | Number of Derivative Securities Acquired (A) or Disposed of (D) | Date Exercisable | Expiration Date | Title and Amount of Securities Underlying Derivative Security | Price of Derivative Security | Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | Ownership Form: Direct (D) or Indirect (I) | Nature of Indirect Beneficial Ownership |
|---|
| ID | footnote |
|---|---|
| f1 | these securities are owned solely by harbourvest partners viii-venture fund, l.p. ("hv ventures"). harbourvest partners, llc is the managing member of harbourvest viii-venture associates llc, which is the general partner of harbourvest viii-venture associates l.p., which is the general partner of hv ventures. each of harbourvest partners, llc, harbourvest viii-venture associates llc and harbourvest viii-venture associates l.p. may be deemed to have a beneficial interest in the securities held by hv ventures and each disclaims beneficial ownership of the securities held by hv ventures, except to the extent of its pecuniary interest which is subject to indeterminable future events. |
| f2 | each of hv co-invest (as defined below), hipep vi select associates llc, hipep vi select associates l.p., hv direct (as defined below), harbourvest 2007 direct associates llc, harbourvest 2007 direct associates l.p., hv9 (as defined below), harbourvest ix-venture associates llc, and harbourvest ix-venture associates l.p,. disclaims beneficial ownership of the securities held by hv ventures and this report shall not be deemed an admission that any such reporting person is the beneficial owner of such securities for purposes of section 16 of the securities exchange act or for any other purpose. |
| f3 | these securities are owned solely by harbourvest/nystrs co-invest fund l.p. ("hv co-invest"). harbourvest partners, llc is the managing member of hipep vi select associates llc, which is the general partner of hipep vi select associates l.p., which is the general partner of hv co-invest. each of harbourvest partners, llc, hipep vi select associates llc and hipep vi select associates l.p. may be deemed to have a beneficial interest in the securities held by hv co-invest and each disclaims beneficial ownership of the securities held by hv co-invest, except to the extent of its pecuniary interest which is subject to indeterminable future events. |
| f4 | each of hv ventures, harbourvest viii-venture associates llc, harbourvest viii-venture associates l.p., hv direct, harbourvest 2007 direct associates llc, harbourvest 2007 direct associates l.p., hv9 (as defined below), harbourvest ix-venture associates llc, and harbourvest ix-venture associates l.p disclaims beneficial ownership of the securities held by hv co-invest and this report shall not be deemed an admission that any such reporting person is the beneficial owner of such securities for purposes of section 16 of the securities exchange act or for any other purpose. |
| f5 | these securities are owned solely by harbourvest partners 2007 direct fund l.p. ("hv direct"). harbourvest partners, llc is the managing member of harbourvest 2007 direct associates llc, which is the general partner of harbourvest 2007 direct associates l.p., which is the general partner of hv direct. each of harbourvest partners, llc, harbourvest 2007 direct associates llc and harbourvest 2007 direct associates l.p. may be deemed to have a beneficial interest in the securities held by hv direct and each disclaims beneficial ownership of the securities held by hv direct, except to the extent of its pecuniary interest which is subject to indeterminable future events. |
| f6 | each of hv co-invest, hipep vi select associates llc, hipep vi select associates l.p., hv ventures, harbourvest viii-venture associates llc, harbourvest viii-venture associates l.p., hv9 (as defined below), harbourvest ix-venture associates llc, and harbourvest ix-venture associates l.p disclaims beneficial ownership of the securities held by hv direct and this report shall not be deemed an admission that any such reporting person is the beneficial owner of such securities for purposes of section 16 of the securities exchange act or for any other purpose. |
| f7 | the securities are owned solely by harbourvest partners ix-venture fund l.p. ("hv9"). harbourvest partners llc which is the managing member of harbourvest ix-venture associates llc, which is the general partner of harbourvest ix-venture associates l.p. which is the general partner of harbourvest partners ix-venture fund l.p. may be deemed to have a beneficial interest in the securities held by hv9 and each disclaims beneficial ownership of the securities held by hv direct, except to the extent of its pecuniary interest which is subject to indeterminable future events. |
| f8 | each of hv co-invest, hipep vi select associates llc, hipep vi select associates l.p., hv ventures, harbourvest viii-venture associates llc, harbourvest viii-venture associates l.p., hv direct, harbourvest 2007 direct associates llc and harbourvest 2007 direct associates l.p. disclaims beneficial ownership of the securities held by hv9 and this report shall not be deemed an admission that any such reporting person is the beneficial owner of such securities for purposes of section 16 of the securities exchange act or for any other purpose. |
| f9 | this transaction was executed in multiple trades at prices ranging from $40.20 to $40.40 per share inclusive. the price reported above reflects the weighted average sale price. the reporting persons hereby undertake to provide upon request to the sec staff, the issuer or a security holder of the issuer full information regarding the number of shares and the prices at which the transaction was effected. |
