Sec Form 4 Filing - Choe Michael W. @ Wayfair Inc. - 2020-10-08

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Choe Michael W. 2. Issuer Name and Ticker or Trading Symbol Wayfair Inc. [ W] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O CHARLESBANK CAPITAL PARTNERS, LLC, 200 CLARENDON STREET, 54TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 10/08/2020 (Street) BOSTON, MA02116 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Class A Common Stock 10/08/2020 C 3,490,175 A $ 72.5 3,490,175 I By CBEP Investments, LLC ( 1 ) Class A Common Stock 10/08/2020 J( 3 ) 3,490,175 D $ 0 ( 3 ) 0 I By CBEP Investments, LLC ( 1 ) Class A Common Stock 10/08/2020 J( 3 ) 58,291 A $ 0 ( 3 ) 94,359 D Class A Common Stock 10/08/2020 J( 3 ) 8,887 A $ 0 ( 3 ) 8,887 I By trust ( 4 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares 2.5% Accreting Convertible Senior Notes Due 2025 $ 72.5 10/08/2020 C 04/08/2020 04/01/2025 Class A Common Stock 3,490,175 ( 2 ) $ 0 0 I By CBEP Investments, LLC ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Choe Michael W. C/O CHARLESBANK CAPITAL PARTNERS, LLC 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA02116 X Signatures /s/ Stephanie Pare Sullivan, Attorney-in-Fact 10/13/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person is a Managing Director and the Chief Executive Officer of Charlesbank Capital Partners, LLC, which is the sole member of Charlesbank Equity Fund IX, GP, LLC, which is the general partner of Charlesbank Equity Fund IX GP, Limited Partnership, which is the general partner of Charlesbank Equity Fund IX, Limited Partnership, which is the manager of CBEP Investments, LLC; and the Reporting Person is a member of the investment committee of Charlesbank Capital Partners, LLC that has voting and investment power over the investments made by CBEP Investments, LLC. The Reporting Person disclaims beneficial ownership of the securities held by CBEP Investments, LLC, except to the extent of his pecuniary interest therein. ( 2 )The number of underlying shares was adjusted from the number previously reported to reflect an interest payment in kind and the settlement of fractional shares in cash, pursuant to the terms of the Notes. ( 3 )Pro rata distribution of shares for no consideration by CBEP Investments, LLC to its members, pursuant to a sales plan adopted by CBEP Investments, LLC and intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, and further distribution by its members and certain of their partners at no consideration to their respective beneficial owners. ( 4 )Shares held by the Choe Family 2014 Irrevocable Gifting Trust. The Reporting Person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest, if any, therein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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