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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Wayfair Inc. [ W ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 05/22/2017 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 05/22/2017 | J(1) | 223,390 | D | $0 | 0 | D(2)(3) | |||
| Class A Common Stock | 05/22/2017 | J(1) | 32,795 | A | $0 | 32,997 | D(2)(4) | |||
| Class A Common Stock | 05/22/2017 | J(1) | 27,653 | A | $0 | 27,855 | D(2)(5) | |||
| Class A Common Stock | 05/22/2017 | J(1) | 25,401 | A | $0 | 25,401 | D(2)(6) | |||
| Class A Common Stock | 05/22/2017 | J(1) | 20,728 | A | $0 | 20,728 | D(2)(7) | |||
| Class A Common Stock | 05/22/2017 | J(1) | 27,791 | A | $0 | 27,992 | D(2)(8) | |||
| Class A Common Stock | 05/22/2017 | J(1) | 30,849 | A | $0 | 30,849 | I(2) | By Blue Hill Capital, LLC(9) | ||
| Class A Common Stock | 05/22/2017 | J(1) | 20,704 | A | $0 | 20,704 | I(2) | By Dakota Capital, LLC(10) | ||
| Class A Common Stock | 05/22/2017 | J(1) | 25,707 | A | $0 | 25,707 | I(2) | By UBMB, LLC(11) | ||
| Class A Common Stock | 05/22/2017 | S | 2,720 | D | $63 | 14,031 | D(2)(12) | |||
| Class A Common Stock | 05/23/2017 | J(13) | 997,214 | D | $0 | 4,147,446 | D(2)(14) | |||
| Class A Common Stock | 05/23/2017 | J(13) | 223,368 | A | $0 | 223,368 | D(2)(3) | |||
| Class A Common Stock | 05/23/2017 | J(13) | 202 | A | $0 | 33,199 | D(2)(4) | |||
| Class A Common Stock | 05/23/2017 | J(13) | 202 | A | $0 | 28,057 | D(2)(5) | |||
| Class A Common Stock | 05/23/2017 | J(13) | 201 | A | $0 | 28,193 | D(2)(8) | |||
| Class A Common Stock | 05/24/2017 | J(15) | 223,368 | D | $0 | 0 | D(2)(3) | |||
| Class A Common Stock | 05/24/2017 | J(15) | 31,863 | A | $0 | 65,062 | D(2)(4) | |||
| Class A Common Stock | 05/24/2017 | J(15) | 26,909 | A | $0 | 54,966 | D(2)(5) | |||
| Class A Common Stock | 05/24/2017 | J(15) | 25,398 | A | $0 | 50,799 | D(2)(6) | |||
| Class A Common Stock | 05/24/2017 | J(15) | 20,725 | A | $0 | 41,453 | D(2)(7) | |||
| Class A Common Stock | 05/24/2017 | J(15) | 26,860 | A | $0 | 54,852 | D(2)(8) | |||
| Class A Common Stock | 05/24/2017 | J(15) | 29,731 | A | $0 | 60,580 | I(2) | By Blue Hill Capital, LLC(9) | ||
| Class A Common Stock | 05/24/2017 | J(15) | 19,772 | A | $0 | 40,476 | I(2) | By Dakota Capital, LLC(10) | ||
| Class A Common Stock | 05/24/2017 | J(15) | 24,777 | A | $0 | 50,484 | I(2) | By UBMB, LLC(11) | ||
| Class A Common Stock | 05/24/2017 | S | 2,720 | D | $63.3(16) | 11,311 | D(2)(12) | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Great Hill Partners GP IV, L.P. made a pro rata distribution for no consideration of an aggregate of 223,390 shares of Class A Common Stock of Wayfair Inc. to its limited partners on May 22, 2017. |
| 2. This report is filed jointly by Great Hill Investors, LLC, 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 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. |
| 4. These securities are owned by Christopher S. Gaffney |
| 5. These securities are owned by John G. Hayes. |
| 6. These securities are owned by Michael A. Kumin. |
| 7. These securities are owned by Mark D. Taber. |
| 8. These securities are owned by Matthew T. Vettel. |
| 9. Blue Hill Capital, LLC is controlled by John G. Hayes and, as such, he may be deemed to indirectly beneficially own these securities. Mr. Hayes disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
| 10. Dakota Capital, LLC is controlled by Matthew T. Vettel and, as such, he may be deemed to indirectly beneficially own these securities. Mr. Vettel disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
| 11. UBMB, LLC is controlled by Christopher S. Gaffney and, as such, he may be deemed to indirectly beneficially own these securities. Mr. Gaffney disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
| 12. These securities are owned by Great Hill Investors, LLC. Great Hill Investors, 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 Investors, LLC. Each of Messrs. Gaffney, Hayes, Kumin, Taber and Vettel disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
| 13. Great Hill Equity Partners IV, L.P made a pro rata distribution for no consideration of an aggregate of 997,214 shares of Class A Common Stock of Wayfair Inc., 223,368 of which were distributed to its general partner, and 773,846 of which were distributed to its limited partners, on May 23, 2017. |
| 14. 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. |
| 15. Great Hill Partners GP IV, L.P. made a pro rata distribution for no consideration of an aggregate of 223,368 shares of Class A Common Stock of Wayfair Inc. to its limited partners on May 24, 2017. |
| 16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.30 to $63.33, inclusive. The reporting person undertakes to provide to Wayfair Inc., any security holder of Wayfair Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. |
| Remarks: |
| Following the transactions reported in this Form 4, Great Hill Investors, LLC, 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 are no longer 10% holders of Wayfair Inc.'s Class A Common Stock. Mr. Kumin remains a Director of Wayfair, Inc. and continues to be subject to Section 16 reporting obligations. |
| /s/ Laurie T. Gerber, as attorney-in-fact of Great Hill Equity Partners IV, L.P. | 05/24/2017 | |
| /s/ Laurie T. Gerber, as attorney-in-fact of Great Hill Investors, LLC | 05/24/2017 | |
| /s/ Laurie T. Gerber, as attorney-in-fact of GHP IV, LLC | 05/24/2017 | |
| /s/ Laurie T. Gerber, as attorney-in-fact of Great Hill Partners GP IV, L.P. | 05/24/2017 | |
| /s/ Laurie T. Gerber, as attorney-in-fact for Christopher S. Gaffney | 05/24/2017 | |
| /s/ Laurie T. Gerber, as attorney-in-fact for John G. Hayes | 05/24/2017 | |
| /s/ Laurie T. Gerber, as attorney-in-fact for Michael A. Kumin | 05/24/2017 | |
| /s/ Laurie T. Gerber, as attorney-in-fact for Mark D. Taber | 05/24/2017 | |
| /s/ Laurie T. Gerber, as attorney-in-fact for Matthew T. Vettel | 05/24/2017 | |
| ** 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). | ||
| 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. | ||