Sec Form 4 Filing - Battery Investment Partners IX, LLC @ Wayfair Inc. - 2014-10-07

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 Investment Partners IX, LLC 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) ONE MARINA PARK DRIVE, SUITE 1100, 3. Date of Earliest Transaction (MM/DD/YY) 10/07/2014 (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 10/07/2014 C 552,233 A $ 0 552,233 I See footnote ( 1 ) ( 2 ) Class A Common Stock 10/07/2014 S 552,233 ( 1 ) ( 3 ) D $ 27.26 0 I See footnote ( 1 )

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 ( 4 ) 10/07/2014 C 3,747,474 ( 4 ) ( 4 ) Class B Common Stock 3,747,474 ( 5 ) ( 6 ) ( 5 ) ( 6 ) 0 I See footnote ( 1 ) ( 7 ) Series A-2 Preferred Stock ( 4 ) 10/07/2014 C 642,424 ( 4 ) ( 4 ) Class B Common Stock 642,424 ( 5 ) ( 6 ) ( 5 ) ( 6 ) 0 I See footnote ( 1 ) ( 8 ) Class B Common Stock $ 0 10/07/2014 C 4,389,898 ( 5 )( 6 ) ( 5 )( 6 ) Class A Common Stock 4,389,898 $ 0 4,389,898 I See footnote ( 1 ) ( 9 ) Class B Common Stock $ 0 10/07/2014 C 552,233 ( 5 )( 6 ) ( 5 )( 6 ) Class A Common Stock 552,233 $ 0 3,837,665 I See footnote ( 1 ) ( 10 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Battery Investment Partners IX, LLC ONE MARINA PARK DRIVE, SUITE 1100 BOSTON, MA02210 X Battery Partners IX (AIV I), LLC C/O BATTERY VENTURES ONE MARINA PARK DRIVE, SUITE 1100 BOSTON, MA02210 X Battery Partners IX, LLC C/O BATTERY VENTURES ONE MARINA PARK DRIVE, SUITE 1100 BOSTON, MA02210 X Battery Ventures IX (AIV I), L.P. C/O BATTERY VENTURES ONE MARINA PARK DRIVE, SUITE 1100 BOSTON, MA02210 X Signatures /s/ Christopher Schiavo, as attorney-in-fact for Battery Investment Partners IX, LLC 10/09/2014 Signature of Reporting Person Date /s/ Chritopher Schiavo, acting as attorney-in-fact for Battery Partners IX (AIV I), LLC 10/09/2014 Signature of Reporting Person Date /s/ Christopher Schiavo, acting as attorney-in-fact for Battery Partners IX, LLC 10/09/2014 Signature of Reporting Person Date /s/ Christopher Schiavo, acting as attorney-in-fact for Battery Ventures IX (AIV I), L.P. 10/09/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The sole general partner of Battery Ventures IX (AIV I), L.P. ("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. ( 2 )Consists of 546,766 shares held by Battery Ventures IX (AIV I) and 5,467 shares held by BIP IX. ( 3 )Consists of 546,766 shares sold by Battery Ventures IX (AIV I) and 5,467 shares sold by BIP IX. ( 4 )Each share of the issuer's Series A-1 Preferred Stock and Series A-2 Preferred Stock automatically converted into one (1) share of Class B common stock immediately prior to the closing of the issuer's initial public offering, and has no expiration date. ( 5 )Each share of Class B common stock 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 convert automatically into one share of Class A common stock upon any transfer, whether or not for value and whether voluntary or involuntary or by operation of law, except for certain transfers described in the issuer's restated certificate of incorporation, including, without limitation, certain transfers for tax and estate planning purposes. ( 6 )In addition, upon the earlier of (i) the date on which the outstanding shares of Class B common stock represent less than 10% of the aggregate number of the then outstanding shares of Class A common stock and Class B common stock or (ii) the affirmative vote or written consent of the holders of at least 66-2/3% of the outstanding shares of Class B common stock, all outstanding shares of Class B common stock shall convert automatically into Class A common stock. ( 7 )Battery Ventures IX (AIV I) owned 3,710,374 shares of Series A-1 Preferred Stock and BIP IX owned 37,100 shares of Series A-1 Preferred Stock. ( 8 )Battery Ventures IX (AIV I) owned 636,065 shares of Series A-2 Preferred Stock and BIP IX owned 6,359 shares of Series A-2 Preferred Stock. ( 9 )Consists of 4,346,439 shares held by Battery Ventures IX (AIV I) and 43,459 shares held by BIP IX. ( 10 )Consists of 3,799,673 shares held by Battery Ventures IX (AIV I) and 37,992 shares 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 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 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, Battery 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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