Sec Form 4 Filing - Battery Management Corp. @ Wayfair Inc. - 2014-12-31

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 Battery Management Corp. 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 BATTERY VENTURES, ONE MARINA PARK DRIVE, SUITE 1100 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2014 (Street) BOSTON, MA02210 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 12/31/2014 C 3,799,673 A 3,799,673 I See footnote ( 2 ) ( 3 ) Class A Common Stock 12/31/2014 C 37,992 A 37,992 I See footnote ( 3 ) ( 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 Class B Common Stock ( 1 ) 12/31/2014 C 3,799,673 ( 1 ) ( 1 ) Class A Common Stock 3,799,673 ( 1 ) 0 I See footnote ( 2 ) ( 3 ) Class B Common Stock ( 1 ) 12/31/2014 C 37,992 ( 1 ) ( 1 ) Class A Common Stock 37,992 ( 1 ) 0 I See footnote ( 3 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Battery Management Corp. C/O BATTERY VENTURES ONE MARINA PARK DRIVE, SUITE 1100 BOSTON, MA02210 X BROWN MICHAEL MAURICE C/O BATTERY VENTURES ONE MARINA PARK DRIVE, SUITE 1100 BOSTON, MA02210 X CROTTY THOMAS J C/O BATTERY VENTURES ONE MARINA PARK DRIVE, SUITE 1100 BOSTON, MA02210 X Feldman Jesse C/O BATTERY VENTURES ONE MARINA PARK DRIVE, SUITE 1100 BOSTON, MA02210 X FRISBIE RICHARD D C/O BATTERY VENTURES ONE MARINA PARK DRIVE, SUITE 1100 BOSTON, MA02110 X LAWLER KENNETH P C/O BATTERY VENTURES ONE MARINA PARK DRIVE, SUITE 1100 BOSTON, MA02210 X Lee Roger H C/O BATTERY VENTURES ONE MARINA PARK DRIVE, SUITE 1100 BOSTON, MA02210 X TABORS R DAVID C/O BATTERY VENTURES ONE MARINA PARK DRIVE, SUITE 1100 BOSTON, MA02110 X TOBIN SCOTT R C/O BATTERY VENTURES ONE MARINA PARK DRIVE, SUITE 1100 BOSTON, MA02210 X Signatures /s/ Christopher Shiavo, as attorney-in-fact for Battery Management Corp. 01/05/2015 Signature of Reporting Person Date /s/ Christopher Shiavo, as attorney-in-fact for Michael M. Brown 01/05/2015 Signature of Reporting Person Date /s/ Christopher Shiavo, as attorney-in-fact for Thomas J. Crotty 01/05/2015 Signature of Reporting Person Date /s/ Christopher Shiavo, as attorney-in-fact for Jesse Feldman 01/05/2015 Signature of Reporting Person Date /s/ Christopher Shiavo, as attorney-in-fact for Richard D. Frisbie 01/05/2015 Signature of Reporting Person Date /s/ Christopher Shiavo, as attorney-in-fact for Kenneth P. Lawler 01/05/2015 Signature of Reporting Person Date /s/ Christopher Shiavo, as attorney-in-fact for Roger H. Lee 01/05/2015 Signature of Reporting Person Date /s/ Christopher Schiavo, as attorney-in-fact for R. David Tabors 01/05/2015 Signature of Reporting Person Date /s/ Christopher Schiavo, as attorney-in-fact for Scott R. Tobin 01/05/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of Class B Common Stock, which has no expiration date, 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 automatically convert into one share of Class A Common Stock (a) upon transfer thereof, subject to certain exceptions, (b) upon the date on which the outstanding shares of Class B Common Stock represent less than 10% of the aggregate number of shares of the then outstanding Class A Common Stock and Class B Common Stock, or (c) in the event that holders of at least 66 2/3% of the then outstanding shares of Class B Common Stock elect to convert all shares of Class B Common Stock into shares of Class A Common Stock. ( 2 )These shares are held by Battery Ventures IX (AIV I), L.P. ("Battery Ventures IX (AIV) I"). ( 3 )The sole general partner of 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. ( 4 )These shares are held by BIP IX.

Remarks: The reporting persons may be deemed to beneficially own more than 10% of the Issuer's Class A Common Stock, which is the class of equity securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), by virtue of the exclusion of Class B Common Stock held by the other stockholders of the Issuer from the determination of the outstanding Class A Common Stock share count for purposes of computing the reporting persons' percentage ownership of Class A Common Stock. The filing of this Form 4 shall not be deemed an admission that the reporting persons are required to file reports pursuant to Section 16 of the Exchange Act. Due to the limited number of joint filers that can be included on one form, Battery Ventures IX (AIV I), L.P., Battery Investment Partners IX, LLC, Battery Partners IX (AIV I), LLC, Bat tery Partners IX, LLC, Battery Management Corp., Michael Brown, Thomas J. Crotty, Jesse Feldman, Richard D. Frisbie, Kenneth P. Lawler, R. David Tabors, Scott R. Tobin and Roger H. Lee have filed two separate forms simultaneously, both of which relate to the same securities of the Issuer beneficially owned by such reporting persons. Neeraj Agrawal is a director of the issuer and files Section 16 reports separately.

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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