Sec Form 4 Filing - Choe Michael W. @ Wayfair Inc. - 2022-05-17

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) 05/17/2022 (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 05/19/2022 P 35,000 A $ 49.86( 1 ) 150,160 D Class A Common Stock 8,887 I By trust( 2 )

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 0.625% Convertible Senior Notes due 2025 ( 3 ) 05/17/2022 P ( 3 ) ( 3 ) Class A Common Stock 10,787.4 $ 3,181,873.5 $ 26,500,000 I Footnote( 4 ) 0.625% Convertible Senior Notes due 2025 ( 3 ) 05/17/2022 P ( 3 ) ( 3 ) Class A Common Stock 3,595.8 $ 1,068,750 $ 28,000,000 I Footnote( 4 ) 1.00% Convertible Senior Notes due 2026 ( 5 ) 05/17/2022 P ( 5 ) ( 5 ) Class A Common Stock 20,204.7 $ 2,163,750 $ 17,000,000 I Footnote( 4 ) 1.00% Convertible Senior Notes due 2026 ( 5 ) 05/17/2022 P ( 5 ) ( 5 ) Class A Common Stock 16,837.25 $ 1,796,875 $ 19,500,000 I Footnote( 4 ) 1.00% Convertible Senior Notes due 2026 ( 5 ) 05/18/2022 P ( 5 ) ( 5 ) Class A Common Stock 20,204.7 $ 2,126,250 $ 22,500,000 I Footnote( 4 ) 1.00% Convertible Senior Notes due 2026 ( 5 ) 05/18/2022 P ( 5 ) ( 5 ) Class A Common Stock 20,204.7 $ 2,115,000 $ 25,500,000 I Footnote( 4 ) 1.00% Convertible Senior Notes due 2026 ( 5 ) 05/18/2022 P ( 5 ) ( 5 ) Class A Common Stock 13,469.8 $ 1,385,000 $ 27,500,000 I Footnote( 4 ) 0.625% Convertible Senior Notes due 2025 ( 3 ) 05/18/2022 P ( 3 ) ( 3 ) Class A Common Stock 7,191.6 $ 2,107,500 $ 31,000,000 I Footnote( 4 ) 0.625% Convertible Senior Notes due 2025 ( 3 ) 05/18/2022 P ( 3 ) ( 3 ) Class A Common Stock 2,397.2 $ 698,750 $ 32,000,000 I Footnote( 4 )

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 05/19/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $49.795 to $49.88, 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 purchased at each separate price within the ranges set forth in this footnote. ( 2 )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. ( 3 )The 0.625% Convertible Senior Notes due 2025 (the "2025 Notes") are convertible on and after July 1, 2025. Prior to July 1, 2025, the 2025 Notes are only convertible upon the occurrence of certain specified events. The current conversion rate is 2.3972 shares of the Issuer's Class A common stock per $1,000 principal amount of 2025 Notes (equivalent to a conversion price of approximately $417.15 per share of the Issuer's Class A common stock). The conversion rate is subject to adjustment upon the occurrence of certain specified events. The 2025 Notes mature on October 1, 2025. ( 4 )The Reporting Person is a Managing Director, Chief Executive Officer and member of the investment committee of Charlesbank Capital Partners, LLC, which is ultimate general partner or managing member of the investment vehicles that directly hold the securities reported herein. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein. ( 5 )The 1.00% Convertible Senior Notes due 2026 (the "2026 Notes") are convertible on and after May 15, 2026. Prior to May 15, 2026, the 2026 Notes are only convertible upon the occurrence of certain specified events. The current conversion rate is 6.7349 shares of the Company's Class A common stock per $1,000 principal amount of Notes (equivalent to a conversion price of approximately $148.48 per share of the Company's Class A common stock). The conversion rate is subject to adjustment upon the occurrence of certain specified events. The 2026 Notes mature on August 15, 2026.

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).

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