Sec Form 4 Filing - HarbourVest Partners VIII-Venture Fund L.P. @ Wayfair Inc. - 2014-10-07

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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
HarbourVest Partners VIII-Venture Fund L.P.
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 HABOURVEST PARTNERS, LLC, ONE FINANCIAL CENTER, 44TH FL
3. Date of Earliest Transaction (MM/DD/YY)
10/07/2014
(Street)
BOSTON, MA02111
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 10/07/2014 C 150,936 A 150,936 D ( 2 ) ( 3 )
Class A Common Stock 10/07/2014 S 150,936 D $ 29 ( 10 ) 0 D ( 2 ) ( 3 )
Class A Common Stock 10/07/2014 C 150,936 A 150,936 D ( 4 ) ( 5 )
Class A Common Stock 10/07/2014 S 150,936 D $ 29 ( 10 ) 0 D ( 4 ) ( 5 )
Class A Common Stock 10/07/2014 C 301,874 A 301,874 D ( 6 ) ( 7 )
Class A Common Stock 10/07/2014 S 301,874 D $ 29 ( 10 ) 0 D ( 6 ) ( 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
Series A-1 Preferred Stock ( 8 ) 10/07/2014 C 1,070,707 ( 8 ) ( 8 ) Class A Common Stock 1,070,707 ( 8 ) 0 D ( 2 ) ( 3 )
Series A-2 Preferred Stock ( 8 ) 10/07/2014 C 183,550 ( 8 ) ( 8 ) Class A Common Stock 183,550 ( 8 ) 0 D ( 2 ) ( 3 )
Class B Common Stock ( 10 ) 10/07/2014 C 1,254,257 ( 9 ) ( 9 ) Class A Common Stock 1,254,257 ( 8 ) 1,254,257 D ( 2 ) ( 3 )
Class B Common Stock ( 10 ) 10/07/2014 C 150,936 ( 9 ) ( 9 ) Class A Common Stock 150,936 ( 1 ) 1,103,321 D ( 2 ) ( 3 )
Series A-1 Preferred Stock ( 8 ) 10/07/2014 C 1,070,707 ( 8 ) ( 8 ) Class A Common Stock 1,070,707 ( 8 ) 0 D ( 4 ) ( 5 )
Series A-2 Preferred Stock ( 8 ) 10/07/2014 C 183,550 ( 8 ) ( 8 ) Class A Common Stock 183,550 ( 8 ) 0 D ( 4 ) ( 5 )
Class B Common Stock ( 10 ) 10/07/2014 C 1,254,257 ( 9 ) ( 9 ) Class A Common Stock 1,254,257 ( 8 ) 1,254,257 D ( 4 ) ( 5 )
Class B Common Stock ( 10 ) 10/07/2014 C 150,936 ( 9 ) ( 9 ) Class A Common Stock 150,936 ( 1 ) 1,103,321 D ( 4 ) ( 5 )
Series A-1 Preferred Stock ( 8 ) 10/07/2014 C 2,141,41 4 ( 8 ) ( 8 ) Class A Common Stock 2,141,414 ( 8 ) 0 D ( 6 ) ( 7 )
Series A-2 Preferred Stock ( 8 ) 10/07/2014 C 367,100 ( 8 ) ( 8 ) Class A Common Stock 367,100 ( 8 ) 0 D ( 6 ) ( 7 )
Class B Common Stock ( 10 ) 10/07/2014 C 2,508,514 ( 9 ) ( 9 ) Class A Common Stock 2,508,514 ( 8 ) 2,508,514 D ( 6 ) ( 7 )
Class B Common Stock ( 10 ) 10/07/2014 C 301,874 ( 9 ) ( 9 ) Class A Common Stock 301,874 ( 1 ) 2,206,640 D ( 6 ) ( 7 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HarbourVest Partners VIII-Venture Fund L.P.
C/O HABOURVEST PARTNERS, LLC
ONE FINANCIAL CENTER, 44TH FL
BOSTON, MA02111
X
HARBOURVEST PARTNERS VIII-VENTURE ASSOCIATES L.P.
C/O HABOURVEST PARTNERS, LLC
ONE FINANCIAL CENTER, 44TH FL
BOSTON, MA02111
X
HARBOURVEST PARTNERS VIII-VENTURE ASSOCIATES LLC
C/O HABOURVEST PARTNERS, LLC
ONE FINANCIAL CENTER, 44TH FL
BOSTON, MA02111
X
HarbourVest Partners/NYSTRS Co-Investment Fund L.P.
C/O HABOURVEST PARTNERS, LLC
ONE FINANCIAL CENTER, 44TH FL
BOSTON, MA02111
X
HIPEP VI Select Associates L.P.
C/O HABOURVEST PARTNERS, LLC
ONE FINANCIAL CENTER, 44TH FL
BOSTON, MA02111
X
HIPEP VI Select Associates LLC
C/O HABOURVEST PARTNERS, LLC
ONE FINANCIAL CENTER, 44TH FL
BOSTON, MA02111
X
HARBOURVEST PARTNERS 2007 DIRECT FUND L.P.
C/O HABOURVEST PARTNERS, LLC
ONE FINANCIAL CENTER, 44TH FL
BOSTON, MA02111
X
HARBOURVEST PARTNERS 2007 DIRECT ASSOCIATES L.P.
C/O HABOURVEST PARTNERS, LLC
ONE FINANCIAL CENTER, 44TH FL
BOSTON, MA02111
X
HARBOURVEST PARTNERS 2007 DIRECT ASSOCIATES LLC
C/O HABOURVEST PARTNERS, LLC
ONE FINANCIAL CENTER, 44TH FL
BOSTON, MA02111
X
HARBOURVEST PARTNERS LLC
C/O HABOURVEST PARTNERS, LLC
ONE FINANCIAL CENTER, 44TH FL
BOSTON, MA38120
X
Signatures
HarbourVest Partners VIII-Venture Fund, L.P., By: HarbourVest VIII-Venture Associates L.P., its GP; By: HarbourVest VIII-Venture Associates LLC, its GP; By: HarbourVest Partners, LLC, its Managing Member; By: /s/ Greg Pusch, Chief Compliance Officer 10/09/2014
Signature of Reporting Person Date
HarbourVest VIII-Venture Associates L.P., By: HarbourVest VIII-Venture Associates LLC, its GP; By: HarbourVest Partners, LLC, its Managing Member; By: /s/ Greg Pusch, Chief Compliance Officer 10/09/2014
Signature of Reporting Person Date
HarbourVest VIII-Venture Associates LLC, By: HarbourVest Partners, LLC, its Managing Member; By: /s/ Greg Pusch, Chief Compliance Officer 10/09/2014
Signature of Reporting Person Date
HarbourVest/NYSTRS Co-invest Fund L.P.: By: HIPEP VI Select Associates L.P., its GP; By: HIPEP VI Select Associates LLC, its GP; By: HarbourVest Partners, LLC, its Managing Member; By: /s/ Greg Pusch, Chief Compliance Officer 10/09/2014
Signature of Reporting Person Date
HIPEP VI Select Associates L.P., By: HIPEP VI Select Associates LLC, its GP; By: HarbourVest Partners, LLC, its Managing Member; By: /s/ Greg Pusch, Chief Compliance Officer 10/09/2014
Signature of Reporting Person Date
HIPEP VI Select Associates LLC, By: HarbourVest Partners, LLC, its Managing Member; By: /s/ Greg Pusch, Chief Compliance Officer 10/09/2014
Signature of Reporting Person Date
HarbourVest Partners 2007 Direct Fund L.P., By: HarbourVest 2007 Direct Associates L.P., its GP; By: HarbourVest 2007 Direct Associates LLC, its GP; By: HarbourVest Partners, LLC, its Managing Member; By: /s/ Greg Pusch, Chief Compliance Officer 10/09/2014
Signature of Reporting Person Date
HarbourVest 2007 Direct Associates L.P. , By: HarbourVest 2007 Direct Associates LLC, its GP; By: HarbourVest Partners, LLC, its Managing Member; By: /s/ Greg Pusch, Chief Compliance Officer 10/09/2014
Signature of Reporting Person Date
HarbourVest 2007 Direct Associates LLC, By: HarbourVest Partners, LLC, its Managing Member; By: /s/ Greg Pusch, Chief Compliance Officer 10/09/2014
Signature of Reporting Person Date
HarbourVest Partners, LLC, By: /s/ Greg Pusch, Chief Compliance Officer 10/09/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Conversion of shares of Class B common stock of the Issuer into shares of Class A common stock of the Issuer on a one-for-one basis.
( 2 )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.
( 3 )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 and HarbourVest 2007 Direct 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.
( 4 )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.
( 5 )Each of 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 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.
( 6 )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.
( 7 )Each of HV Co-Invest, HIPEP VI Select Associates LLC, HIPEP VI Select Associates L.P., HV Ventures, HarbourVest VIII-Venture Associates LLC and HarbourVest VIII-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.
( 8 )Each share of Series A-1 preferred stock and each share of Series A-2 preferred stock automatically converted into shares of Class B common stock of the Issuer on a one-for-one basis and has no expiration date.
( 9 )Each share of Class B common stock is immediately convertible into shares of Class A common stock of the Issuer on a one-for-one basis. These securities have no expiration date.
( 10 )Shares of Class A common stock sold in the Issuer's initial public offering at the price to public of $29.00 per share (before the underwriting discount of $1.74 per share).

Remarks:
The reporting persons may be deemed to beneficial 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 treatment of the securities held by the reporting persons only as being converted into Class A Common Stock for the purpose of computing the reporting persons' percentage ownership of Class A Common Stock. The filing of this Form shall not be deemed an admission that the reporting persons are required to file reports pursuant to Section 16 of the Exchange Act.

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