Matthew T Vettel Form 4 Wayfair / Matthew T Vettel ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GREAT HILL EQUITY PARTNERS IV LP

(Last) (First) (Middle)

C/O GREAT HILL PARTNERS LLC

ONE LIBERTY SQUARE

(Street)

BOSTON MA 02109

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	05/11/2017		J(1)		997,236	D	$0	5,144,660	D(2)(3)
Class A Common Stock	05/11/2017		J(1)		223,390	A	$0	223,390	D(2)(4)
Class A Common Stock	05/11/2017		J(1)		202	A	$0	202	D(2)(5)
Class A Common Stock	05/11/2017		J(1)		202	A	$0	202	D(2)(6)
Class A Common Stock	05/11/2017		J(1)		201	A	$0	201	D(2)(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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

1. Name and Address of Reporting Person^*

GREAT HILL EQUITY PARTNERS IV LP

(Last) (First) (Middle)

C/O GREAT HILL PARTNERS LLC

ONE LIBERTY SQUARE

(Street)

BOSTON MA 02109

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GHP IV, LLC

(Last) (First) (Middle)

C/O GREAT HILL PARTNERS, LLC

ONE LIBERTY SQUARE

(Street)

BOSTON MA 02109

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Great Hill Partners GP IV, L.P.

(Last) (First) (Middle)

C/O GREAT HILL PARTNERS, LLC

ONE LIBERTY SQUARE

(Street)

BOSTON MA 02109

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GAFFNEY CHRISTOPHER S

(Last) (First) (Middle)

ONE LIBERTY SQ

(Street)

BOSTON MA 02109

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

HAYES JOHN G

(Last) (First) (Middle)

110 GREEN ST

(Street)

CANTON MA 02021

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Kumin Michael Andrew

(Last) (First) (Middle)

GREAT HILL PARTNERS,LLC

ONE LIBERTY SQUARE

(Street)

BOSTON MA 02109

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Taber Mark D.

(Last) (First) (Middle)

C/O GREAT HILL PARTNERS

ONE LIBERTY SQUARE

(Street)

BOSTON MA 02109

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Vettel Matthew T

(Last) (First) (Middle)

ONE LIBERTY SQUARE, 13TH FLOOR

(Street)

BOSTON MA 02109

(City) (State) (Zip)

Explanation of Responses:

1. Great Hill Equity Partners IV, L.P made a pro rata distribution for no consideration of an aggregate of 997,236 shares of Class A Common Stock of Wayfair Inc., 223,390 of which were distributed to its general partner, and 773,846 of which were distributed to its limited partners, on May 11, 2017.

2. This report is filed jointly by Great Hill Equity Partners IV, L.P., GHP IV, LLC, Great Hill Partners GP IV, L.P., Christopher S. Gaffney, John G. Hayes, Michael A. Kumin, Mark D. Taber and Matthew T. Vettel.

3. These securities are owned by Great Hill Equity Partners IV, L.P. Great Hill Partners GP IV, L.P. is the sole general partner of Great Hill Equity Partners IV, L.P. and GHP IV, LLC is the sole general partner of Great Hill Partners GP IV, L.P. GHP IV, LLC is controlled by Christopher S. Gaffney, John G. Hayes, Michael A. Kumin, Mark D. Taber and Matthew T. Vettel and, as such, they may be deemed to indirectly beneficially own the shares beneficially owned by Great Hill Equity Partners IV, L.P. Each of Messrs. Gaffney, Hayes, Kumin, Taber and Vettel disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

4. These securities are owned by Great Hill Partners GP IV, L.P., GHP IV, LLC is the sole general partner of Great Hill Partners GP IV, L.P. GHP IV, LLC is controlled by Christopher S. Gaffney, John G. Hayes, Michael A. Kumin, Mark D. Taber and Matthew T. Vettel and, as such, they may be deemed to indirectly beneficially own the shares beneficially owned by Great Hill Equity Partners IV, L.P. Each of Messrs. Gaffney, Hayes, Kumin, Taber and Vettel disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

5. These securities are owned by Christopher S. Gaffney

6. These securities are owned by John G. Hayes

7. These securities are owned by Matthew Vettel.

	/s/ Laurie T. Gerber, as attorney-in-fact of Great Hill Equity Partners IV, L.P.	05/15/2017
	/s/ Laurie T. Gerber, as attorney-in-fact of GHP IV, LLC	05/15/2017
	/s/ Laurie T. Gerber, as attorney-in-fact of Great Hill Partners GP IV, L.P.	05/15/2017
	/s/ Laurie T. Gerber, as attorney-in-fact for Christopher S. Gaffney	05/15/2017
	/s/ Laurie T. Gerber, as attorney-in-fact for John G. Hayes	05/15/2017
	/s/ Laurie T. Gerber, as attorney-in-fact for Michael A. Kumin	05/15/2017
	/s/ Laurie T. Gerber, as attorney-in-fact for Mark D. Taber	05/15/2017
	/s/ Laurie T. Gerber, as attorney-in-fact for Matthew T. Vettel	05/15/2017
	** Signature of Reporting Person	Date
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