Spruce House Capital Form 4 Wayfair / Zachary Sternberg 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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X

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^*

Spruce House Partnership LLC

(Last) (First) (Middle)

C/O SPRUCE HOUSE CAPITAL LLC

435 HUDSON STREET, 8TH FLOOR

(Street)

NEW YORK NY 10014

(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)
10/08/2020

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, $0.001 par value per share	10/08/2020		S		93,197	D	$305.9977(3)	7,156,803	D(1)(2)
Class A Common Stock, $0.001 par value per share	10/09/2020		S		179,610	D	$301.8972(4)	6,977,193	D(1)(2)
Class A Common Stock, $0.001 par value per share	10/09/2020		S		50,000	D	$296.6405(5)	6,927,193	D(1)(2)
Class A Common Stock, $0.001 par value per share	10/12/2020		S		293,493	D	$297.021(6)	6,633,700	D(1)(2)
Class A Common Stock, $0.001 par value per share	10/13/2020		S		250,000	D	$307.6444(7)	6,383,700	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 (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^*

Spruce House Partnership LLC

(Last) (First) (Middle)

C/O SPRUCE HOUSE CAPITAL LLC

435 HUDSON STREET, 8TH FLOOR

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SPRUCE HOUSE PARTNERSHIP (AI) LP

(Last) (First) (Middle)

C/O SPRUCE HOUSE CAPITAL LLC

435 HUDSON STREET, 8TH FLOOR

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Spruce House Partnership (QP) LP

(Last) (First) (Middle)

C/O SPRUCE HOUSE CAPITAL LLC

435 HUDSON STREET, 8TH FLOOR

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Spruce House Capital LLC

(Last) (First) (Middle)

435 HUDSON STREET

8TH FLOOR

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Sternberg Zachary

(Last) (First) (Middle)

SPRUCE HOUSE INVESTMENT MANAGEMENT LLC

435 HUDSON STREET, 8TH FLOOR

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Stein Benjamin Forester

(Last) (First) (Middle)

SPRUCE HOUSE INVESTMENT MANAGEMENT LLC

435 HUDSON STREET, 8TH FLOOR

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SPRUCE HOUSE INVESTMENT MANAGEMENT LLC

(Last) (First) (Middle)

435 HUDSON STREET

8TH FLOOR

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

Explanation of Responses:

1. The reported securities are 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.

3. This transaction was executed in multiple trades at prices ranging from $303.9475 to $311.4050. The price reported above reflects the weighted average sale price. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

4. This transaction was executed in multiple trades at prices ranging from $292.0000 to $308.2550. The price reported above reflects the weighted average sale price. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

5. This transaction was executed in multiple trades at prices ranging from $293.1250 to $299.0900. The price reported above reflects the weighted average sale price. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

6. This transaction was executed in multiple trades at prices ranging from $293.9900 to $301.2050. The price reported above reflects the weighted average sale price. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

7. This transaction was executed in multiple trades at prices ranging from $304.0000 to $310.6550. The price reported above reflects the weighted average sale price. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

	The Spruce House Partnership LLC By: /s/ Thomas Walker, Authorized Person	10/13/2020
	The Spruce House Partnership (AI) LP By: /s/ Thomas Walker, Authorized Person	10/13/2020
	The Spruce House Partnership (QP) LP By: /s/ Thomas Walker, Authorized Person	10/13/2020
	Spruce House Capital LLC By: /s/ Thomas Walker, Authorized Person	10/13/2020
	Zachary Sternberg By: /s/ Thomas Walker, (Attorney-in fact)	10/13/2020
	Benjamin Stein By: /s/ Thomas Walker, (Attorney-in fact)	10/13/2020
	Spruce House Investment Management LLC By: /s/ Thomas Walker, Authorized Person	10/13/2020
	** Signature of Reporting Person	Date
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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