| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 9
)*
|
Wayfair Inc. (Name of Issuer) |
Class A Common Stock, $0.001 par value (Title of Class of Securities) |
94419L101 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 94419L101 |
| 1 | Names of Reporting Persons Prescott General Partners LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 2,922,401.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 2.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IA, OO |
Comment for Type of Reporting Person:
Prescott General Partners LLC, as the general partner of three private investment limited partnerships (the "Partnerships"), may be deemed to share the power to vote or to direct the vote and to dispose or to direct the disposition of 2,922,401 shares held by the Partnerships.
SCHEDULE 13G |
| CUSIP No. | 94419L101 |
| 1 | Names of Reporting Persons Prescott Investors Profit Sharing Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 108,014.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) EP |
SCHEDULE 13G |
| CUSIP No. | 94419L101 |
| 1 | Names of Reporting Persons Thomas W. Smith | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,772,100.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 1.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
Mr. Smith has the sole power to vote or to direct the vote of and to dispose or to direct the disposition of 1,535,000 shares held by Ridgeview Smith Investments LLC, a limited liability company established by Mr. Smith, the sole member of which is a revocable trust established by Mr. Smith for the benefit of his family, as well as 50,000 shares held by a private charitable foundation established by Mr. Smith and for which Mr. Smith acts as trustee.
In his capacity as investment manager for certain managed accounts, Mr. Smith may be deemed to have the shared power to vote or to direct the vote of and to dispose or to direct the disposition of 187,100 shares. Voting and investment authority over investment accounts established for the benefit of certain family members and friends of Mr. Smith is subject to each beneficiary's right, if so provided, to terminate or otherwise direct the disposition of the investment account.
SCHEDULE 13G |
| CUSIP No. | 94419L101 |
| 1 | Names of Reporting Persons Jason M. Pohanka | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 649.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Wayfair Inc. | |
| (b) | Address of issuer's principal executive
offices: 4 Copley Place, 7th Floor Boston, MA, 02116 | |
| Item 2. | ||
| (a) | Name of person filing: This statement is filed jointly by and on behalf of the following reporting persons (collectively, the "Reporting Persons"): (i) Prescott General Partners LLC ("PGP"); (ii) Prescott Investors Profit Sharing Trust ("PIPS"); (iii) Thomas W. Smith; and (iv) Jason M. Pohanka. This statement constitutes an exit filing for each of the Reporting Persons.
The joint filing of this statement shall not be deemed to be an admission that the Reporting Persons comprise a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. The Reporting Persons each disclaim beneficial ownership of the shares reported in this statement in excess of those shares as to which they have or share voting or investment authority. | |
| (b) | Address or principal business office or, if
none, residence: The following is the address of the principal business office of each of the Reporting Persons:
2200 Butts Road, Suite 320
Boca Raton, FL 33431 | |
| (c) | Citizenship: Please see row 4 of the cover pages of the respective Reporting Persons. | |
| (d) | Title of class of securities: Class A Common Stock, $0.001 par value | |
| (e) | CUSIP No.: 94419L101 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: Please see row 9 of the cover pages of the respective Reporting Persons and the related footnotes on such cover pages. | |
| (b) | Percent of class: Please see row 11 of the cover pages of the respective Reporting Persons. The percentages appearing on the cover pages of the respective Reporting Persons are calculated based on 99,627,299 shares of Class A Common Stock outstanding at October 25, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, filed with the Securities and Exchange Commission on November 1, 2024. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: Please see row 5 of the cover pages of the respective Reporting Persons and the related footnotes on such cover pages. | ||
| (ii) Shared power to vote or to direct the
vote: Please see row 6 of the cover pages of the respective Reporting Persons and the related footnotes on such cover pages. | ||
| (iii) Sole power to dispose or to direct the
disposition of: Please see row 7 of the cover pages of the respective Reporting Persons and the related footnotes on such cover pages. | ||
| (iv) Shared power to dispose or to direct the
disposition of: Please see row 8 of the cover pages of the respective Reporting Persons and the related footnotes on such cover pages. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
|
Ownership of 5 percent or less of a class | ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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Exhibit
Information |
Joint Filing Agreement |