Sec Form 4 Filing - Spruce House Partnership LLC @ Wayfair Inc. - 2020-04-08

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 Spruce House Partnership 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) 435 HUDSON ST #804, 3. Date of Earliest Transaction (MM/DD/YY) 04/08/2020 (Street) NEW YORK, NY10014 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

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 2.50% Accreting Convertible Senior Notes due 2025 $ 72.5 ( 1 ) 04/08/2020 P( 1 ) 04/08/2020 04/01/2025 Class A Common Stock 482,758 ( 1 ) $ 35,000,000 ( 1 ) $ 35,000,000 D ( 2 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Spruce House Partnership LLC 435 HUDSON ST #804 NEW YORK, NY10014 X SPRUCE HOUSE PARTNERSHIP (AI) LP C/O SPRUCE HOUSE CAPITAL LLC 435 HUDSON STREET, 8TH FLOOR NEW YORK, NY10014 X Spruce House Partnership (QP) LP 435 HUDSON ST #804 NEW YORK, NY10014 X Spruce House Capital LLC 435 HUDSON STREET 8TH FLOOR NEW YORK, NY10014 X Sternberg Zachary SPRUCE HOUSE INVESTMENT MANAGEMENT LLC 435 HUDSON STREET, 8TH FLOOR NEW YORK, NY10014 X Stein Benjamin Forester SPRUCE HOUSE INVESTMENT MANAGEMENT LLC 435 HUDSON STREET, 8TH FLOOR NEW YORK, NY10014 X SPRUCE HOUSE INVESTMENT MANAGEMENT LLC 435 HUDSON STREET 8TH FLOOR NEW YORK, NY10014 X Signatures The Spruce House Partnership LLC By: /s/ Thomas Walker, Authorized Person 04/29/2020 Signature of Reporting Person Date The Spruce House Partnership (AI) LP By: /s/ Thomas Walker, Authorized Person 04/29/2020 Signature of Reporting Person Date The Spruce House Partnership (QP) LP By: /s/ Thomas Walker, Authorized Person 04/29/2020 Signature of Reporting Person Date Spruce House Capital LLC By: /s/ Thomas Walker, Authorized Person 04/29/2020 Signature of Reporting Person Date Zachary Sternberg By: /s/ Thomas Walker, (Attorney-in fact) 04/29/2020 Signature of Reporting Person Date Benjamin Stein By: /s/ Thomas Walker, (Attorney-in fact) 04/29/2020 Signature of Reporting Person Date Spruce House Investment Management LLC By: /s/ Thomas Walker, Authorized Person 04/29/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On April 8, 2020 (the "Closing Date"), in connection with the closing of the transactions contemplated by the purchase agreement dated as of April 6, 2020 (which was subsequently amended and restated on April 7, 2020, such amended and restated version, the "Purchase Agreement"), by and among Issuer, Wayfair LLC, GHEP VII Aggregator, CBEP Investments, LLC ("Charlesbank") and The Spruce House Partnership LLC ("Aggregator"), the Aggregator purchased $35,000,000 in aggregate principal amount of 2.50% Accreting Convertible Senior Notes due 2025 (the "Notes"). The Notes are currently convertible, at the Aggregator's election, into 482,758 shares of Common Stock, based upon an initial conversion rate of 13.7931 shares of Common Stock per $1,000 principal amount of Notes (equivalent to a conversion price of approximately $72.50 per share). ( 2 )The reported securities are held in the account of the Aggregator, its sole members being The Spruce House Partnership (AI) LP (f/k/a The Spruce House Partnership LP) and The Spruce House Partnership (QP) LP (collectively, the "Funds)", each a private investment fund managed by Spruce House Investment Management LLC (the "Investment Manager"). ( 3 )The reported securities may be deemed to be beneficially owned by the Investment Manager, the general partner of the Funds, Spruce House Capital LLC (the "General Partner"), and by Zachary Sternberg and Benjamin Stein, managing members of the Investment Manager and the General Partner (the "Managing Members"). Each of the Funds, the Investment Manager, the General Partner and the Managing Members disclaim beneficial ownership of the reported securities held by the Aggregator, except to the extent of his or its pecuniary interest therein. The Aggregator, the Funds, the Investment Manager, the General Partner and the Managing Members (collectively, the "Reporting Persons") affirmatively disclaim being a "group" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

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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