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Sec Form 4 Filing - Spruce House Partnership LLC @ Wayfair Inc. - 2020-02-28

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
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)
C/O SPRUCE HOUSE CAPITAL LLC, 435 HUDSON STREET, 8TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
02/28/2020
(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
Common Stock, par value $.0001 per share 02/28/2020 P 250,000 A $ 61.68 8,000,000 D ( 1 ) ( 2 )
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
Spruce House Partnership LLC
C/O SPRUCE HOUSE CAPITAL LLC
435 HUDSON STREET, 8TH FLOOR
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
C/O SPRUCE HOUSE CAPITAL LLC
435 HUDSON STREET, 8TH FLOOR
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 03/03/2020
** Signature of Reporting Person Date
The Spruce House Partnership (AI) LP By: /s/ Thomas Walker, Authorized Person 03/03/2020
** Signature of Reporting Person Date
The Spruce House Partnership (QP) LP By: /s/ Thomas Walker, Authorized Person 03/03/2020
** Signature of Reporting Person Date
Spruce House Capital LLC By: /s/ Thomas Walker, Authorized Person 03/03/2020
** Signature of Reporting Person Date
Zachary Sternberg By: /s/ Thomas Walker, (Attorney-in fact) 03/03/2020
** Signature of Reporting Person Date
Benjamin Stein By: /s/ Thomas Walker, (Attorney-in fact) 03/03/2020
** Signature of Reporting Person Date
Spruce House Investment Management LLC By: /s/ Thomas Walker, Authorized Person 03/03/2020
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )As a result of internal restructuring, the reported securities are now held in the account of The Spruce House Partnership LLC (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").
( 2 )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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.