Sec Form 4 Filing - GREAT HILL EQUITY PARTNERS IV LP @ Wayfair Inc. - 2017-05-11

Insider filing report for Changes in Beneficial Ownership
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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 *
GREAT HILL EQUITY PARTNERS IV LP
2. Issuer Name and Ticker or Trading Symbol
Wayfair Inc. [ W]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O GREAT HILL PARTNERS LLC, ONE LIBERTY SQUARE
3. Date of Earliest Transaction (MM/DD/YY)
05/11/2017
(Street)
BOSTON, MA02109
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 05/11/2017 J( 1 ) 997,236 D $ 0 5,144,660 D ( 2 ) ( 3 )
Class A Common Stock 05/11/2017 J( 1 ) 223,390 A $ 0 223,390 D ( 2 ) ( 4 )
Class A Common Stock 05/11/2017 J( 1 ) 202 A $ 0 202 D ( 2 ) ( 5 )
Class A Common Stock 05/11/2017 J( 1 ) 202 A $ 0 202 D ( 2 ) ( 6 )
Class A Common Stock 05/11/2017 J( 1 ) 201 A $ 0 201 D ( 2 ) ( 7 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GREAT HILL EQUITY PARTNERS IV LP
C/O GREAT HILL PARTNERS LLC
ONE LIBERTY SQUARE
BOSTON, MA02109
X
GHP IV, LLC
C/O GREAT HILL PARTNERS, LLC
ONE LIBERTY SQUARE
BOSTON, MA02109
X
Great Hill Partners GP IV, L.P.
C/O GREAT HILL PARTNERS, LLC
ONE LIBERTY SQUARE
BOSTON, MA02109
X
GAFFNEY CHRISTOPHER S
ONE LIBERTY SQ
BOSTON, MA02109
X
HAYES JOHN G
110 GREEN ST
CANTON, MA02021
X
Kumin Michael Andrew
GREAT HILL PARTNERS,LLC
ONE LIBERTY SQUARE
BOSTON, MA02109
X X
Taber Mark D.
C/O GREAT HILL PARTNERS
ONE LIBERTY SQUARE
BOSTON, MA02109
X
Vettel Matthew T
ONE LIBERTY SQUARE, 13TH FLOOR
BOSTON, MA02109
X
Signatures
/s/ Laurie T. Gerber, as attorney-in-fact of Great Hill Equity Partners IV, L.P. 05/15/2017
** Signature of Reporting Person Date
/s/ Laurie T. Gerber, as attorney-in-fact of GHP IV, LLC 05/15/2017
** Signature of Reporting Person Date
/s/ Laurie T. Gerber, as attorney-in-fact of Great Hill Partners GP IV, L.P. 05/15/2017
** Signature of Reporting Person Date
/s/ Laurie T. Gerber, as attorney-in-fact for Christopher S. Gaffney 05/15/2017
** Signature of Reporting Person Date
/s/ Laurie T. Gerber, as attorney-in-fact for John G. Hayes 05/15/2017
** Signature of Reporting Person Date
/s/ Laurie T. Gerber, as attorney-in-fact for Michael A. Kumin 05/15/2017
** Signature of Reporting Person Date
/s/ Laurie T. Gerber, as attorney-in-fact for Mark D. Taber 05/15/2017
** Signature of Reporting Person Date
/s/ Laurie T. Gerber, as attorney-in-fact for Matthew T. Vettel 05/15/2017
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Great Hill Equity Partners IV, L.P made a pro rata distribution for no consideration of an aggregate of 997,236 shares of Class A Common Stock of Wayfair Inc., 223,390 of which were distributed to its general partner, and 773,846 of which were distributed to its limited partners, on May 11, 2017.
( 2 )This report is filed jointly by Great Hill Equity Partners IV, L.P., GHP IV, LLC, Great Hill Partners GP IV, L.P., Christopher S. Gaffney, John G. Hayes, Michael A. Kumin, Mark D. Taber and Matthew T. Vettel.
( 3 )These securities are owned by Great Hill Equity Partners IV, L.P. Great 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. Each of Messrs. Gaffney, Hayes, Kumin, Taber and Vettel disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
( 4 )These securities are owned by Great Hill Partners GP IV, L.P., 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. Each of Messrs. Gaffney, Hayes, Kumin, Taber and Vettel disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
( 5 )These securities are owned by Christopher S. Gaffney
( 6 )These securities are owned by John G. Hayes
( 7 )These securities are owned by Matthew Vettel.

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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