UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13d - 102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO §240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO §240.13D-2
(Amendment No. _____)*
Wayfair Inc.
(Name of Issuer)
Class A Common Stock, par value $0.001
(Title of Class of Securities)
94419L101
(CUSIP Number)
February 9, 2016
(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)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| Robert S. Pitts, Jr. | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| (a) [x] | |
| (b) [ ] | |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| United States | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | |
| 5. | SOLE VOTING POWER |
| 0 | |
| 6. | SHARED VOTING POWER |
| 2,257,000 | |
| 7. | SOLE DISPOSITIVE POWER |
| 0 | |
| 8. | SHARED DISPOSITIVE POWER |
| 2,257,000 | |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 2,257,000 | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| 5.1% | |
| 12. | TYPE OF REPORTING PERSON* |
| IN | |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| Steadfast Capital Management LP | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| (a) [x] | |
| (b) [ ] | |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | |
| 5. | SOLE VOTING POWER |
| 0 | |
| 6. | SHARED VOTING POWER |
| 2,169,649 | |
| 7. | SOLE DISPOSITIVE POWER |
| 0 | |
| 8. | SHARED DISPOSITIVE POWER |
| 2,169,649 | |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 2,169,649 | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| 4.9% | |
| 12. | TYPE OF REPORTING PERSON* |
| PN | |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| Steadfast Advisors LP | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| (a) [x] | |
| (b) [ ] | |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | |
| 5. | SOLE VOTING POWER |
| 0 | |
| 6. | SHARED VOTING POWER |
| 87,351 | |
| 7. | SOLE DISPOSITIVE POWER |
| 0 | |
| 8. | SHARED DISPOSITIVE POWER |
| 87,351 | |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 87,351 | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| Less than 1% | |
| 12. | TYPE OF REPORTING PERSON* |
| PN | |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| Steadfast Capital, L.P. | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| (a) [x] | |
| (b) [ ] | |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | |
| 5. | SOLE VOTING POWER |
| 0 | |
| 6. | SHARED VOTING POWER |
| 87,351 | |
| 7. | SOLE DISPOSITIVE POWER |
| 0 | |
| 8. | SHARED DISPOSITIVE POWER |
| 87,351 | |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 87,351 | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| Less than 1% | |
| 12. | TYPE OF REPORTING PERSON* |
| PN | |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| American Steadfast, L.P. | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| (a) [x] | |
| (b) [ ] | |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | |
| 5. | SOLE VOTING POWER |
| 0 | |
| 6. | SHARED VOTING POWER |
| 812,426 | |
| 7. | SOLE DISPOSITIVE POWER |
| 0 | |
| 8. | SHARED DISPOSITIVE POWER |
| 812,426 | |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 812,426 | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| 1.8% | |
| 12. | TYPE OF REPORTING PERSON* |
| PN | |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| Steadfast International Master Fund Ltd. | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| (a) [x] | |
| (b) [ ] | |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| Cayman Islands | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | |
| 5. | SOLE VOTING POWER |
| 0 | |
| 6. | SHARED VOTING POWER |
| 1,357,223 | |
| 7. | SOLE DISPOSITIVE POWER |
| 0 | |
| 8. | SHARED DISPOSITIVE POWER |
| 1,357,223 | |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 1,357,223 | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| 3.0% | |
| 12. | TYPE OF REPORTING PERSON* |
| CO | |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
This statement is filed with respect to the Common Shares (as defined below) of the Issuer (as defined below) beneficially owned by the Reporting Persons (as defined below) as of February 9, 2016.
| Item 1(a). | Name of Issuer: |
Wayfair Inc. (the "Issuer")
| Item 1(b). | Address of Issuer's Principal Executive Offices: |
4 Copley Place, 7th Floor
Boston, MA 02116
| Item 2(a). | Name Of Person Filing: |
The names of the persons filing this statement on Schedule 13G (collectively, the "Reporting Persons") are:
| - | Robert S. Pitts, Jr., a United States Citizen ("Mr. Pitts"). |
| - | Steadfast Capital Management LP, a Delaware limited partnership (the "Investment Manager"). |
| - | Steadfast Advisors LP, a Delaware limited partnership (the "Managing General Partner"). |
| - | Steadfast Capital, L.P., a Delaware limited partnership ("Steadfast Capital"). |
| - | American Steadfast, L.P., a Delaware limited partnership ("American Steadfast"). |
| - | Steadfast International Master Fund Ltd., a Cayman Islands exempted company (the "Offshore Fund"). |
Mr. Pitts is the controlling principal of the Investment Manager and the Managing General Partner. The Managing General Partner has the power to vote and dispose of the securities held by Steadfast Capital. The Investment Manager has the power to vote and dispose of the securities held by American Steadfast and the Offshore Fund.
| Item 2(b). | Address Of Principal Business Office Or, If None, Residence: |
The business address of each of Mr. Pitts, the Investment Manager, the Managing General Partner, Steadfast Capital and American Steadfast is 450 Park Avenue, 20th Floor, New York, New York 10022.
The business address of the Offshore Fund is c/o Appleby Trust (Cayman) Ltd., Clifton House, 75 Fort Street, P.O. Box 1350, George Town, Grand Cayman KY1-1108.
| Item 2(c). | Citizenship: |
Mr. Pitts is a citizen of the United States.
Each of the Investment Manager, the Managing General Partner, Steadfast Capital and American Steadfast is a limited partnership formed under the laws of the State of Delaware.
The Offshore Fund is an exempted company formed under the laws of the Cayman Islands.
| Item 2(d). | Title of Class of Securities: Class A Common Stock, par value $0.001 per share (the "Common Shares") |
| Item 2(e). | CUSIP Number: 94419L101 |
| Item 3. | If This Statement Is Filed Pursuant To Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
| (a) | [ ] | Broker or dealer registered under Section 15 of the Exchange Act. | |
| (b) | [ ] | Bank as defined in Section 3(a)(6) of the Exchange Act. | |
| (c) | [ ] | Insurance company defined in Section 3(a)(19) of the Exchange Act. | |
| (d) | [ ] | Investment company registered under Section 8 of the Investment Company Act. | |
| (e) | [ ] | Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). | |
| (f) | [ ] | Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). | |
| (g) | [ ] | Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). | |
| (h) | [ ] | Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. | |
| (i) | [ ] | Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; | |
| (j) | [ ] | Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J). | |
| (k) | [ ] | Group, in accordance with Rule 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: __________
| Item 4. | Ownership. |
Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1.
(a) Amount beneficially owned:
(i) Mr. Pitts beneficially owns 2,257,000 Common Shares.
(ii) The Investment Manager beneficially owns 2,169,649 Common Shares.
(iii) The Managing General Partner beneficially owns 87,351 Common Shares.
(iv) Steadfast Capital owns 87,351 Common Shares.
(v) American Steadfast owns 812,426 Common Shares.
(vi) The Offshore Fund owns 1,357,223 Common Shares.
(vii) Collectively, the Reporting Persons beneficially own 2,257,000 Common Shares.
| (b) | Percent of Class: |
(i) Mr. Pitts' beneficial ownership of 2,257,000 Common Shares represents 5.1% of the outstanding Common Shares.
(ii) The Investment Manager's beneficial ownership of 2,169,649 Common Shares represents 4.9% of the outstanding Common Shares.
(iii) The Managing General Partner's beneficial ownership of 87,351 Common Shares represents less than 1% of the outstanding Common Shares.
(iv) Steadfast Capital's beneficial ownership of 87,351 Common Shares represents less than 1% of the outstanding Common Shares.
(v) American Steadfast's beneficial ownership of 812,426 Common Shares represents 1.8% of the outstanding Common Shares.
(vi) The Offshore Fund's beneficial ownership of 1,357,223 Common Shares represents 3.0% of the outstanding Common Shares.
(vii) Collectively, the Reporting Persons' beneficial ownership of 2,257,000 Common Shares represents 5.1% of the outstanding Common Shares.
(c) Number of shares as to which such person has:
| (i) | Sole power to vote or to direct the vote of Common Shares: |
Not applicable.
| (ii) | Shared power to vote or to direct the vote of Common Shares: |
Steadfast Capital has shared power with the Managing General Partner and Mr. Pitts to vote or direct the vote of the 87,351 Common Shares beneficially owned by Steadfast Capital.
American Steadfast has shared power with the Investment Manager and Mr. Pitts to vote or direct the vote of the 812,426 Common Shares beneficially owned by American Steadfast.
The Offshore Fund has shared power with the Investment Manager and Mr. Pitts to vote or direct the vote of the 1,357,223 Common Shares beneficially owned by the Offshore Fund.
| (iii) | Sole power to dispose or to direct the disposition of Common Shares: |
Not applicable.
| (iv) | Shared power to dispose or to direct the disposition of Common Shares: |
Steadfast Capital has shared power with the Managing General Partner and Mr. Pitts to dispose or direct the disposition of the 87,351 Common Shares beneficially owned by Steadfast Capital.
American Steadfast has shared power with the Investment Manager and Mr. Pitts to dispose or direct the disposition of the 812,426 Common Shares beneficially owned by American Steadfast.
The Offshore Fund has shared power with the Investment Manager and Mr. Pitts to dispose or direct the disposition of the 1,357,223 Common Shares beneficially owned by the Offshore Fund.
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
| Item 6 | Ownership of More Than Five 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. |
See Exhibit B.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
Item 10. Certifications.
By signing below the undersigned certifies that, to the best of its or his 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.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete, and correct.
Dated: February 19, 2016
| STEADFAST CAPITAL MANAGEMENT LP | ||||
| By: | /s/ Robert S. Pitts, Jr. | |||
| Robert S. Pitts, Jr. | ||||
| President | ||||
| STEADFAST ADVISORS LP | ||||
| By: | /s/ Robert S. Pitts, Jr. | |||
| Robert S. Pitts, Jr. | ||||
| President | ||||
| STEADFAST CAPITAL, L.P. | ||||
| By: STEADFAST ADVISORS LP, as Managing General Partner | ||||
| By: | /s/ Robert S. Pitts, Jr. | |||
| Robert S. Pitts, Jr. | ||||
| President | ||||
| AMERICAN STEADFAST, L.P. | ||||
| By: STEADFAST CAPITAL MANAGEMENT LP, Attorney-in-Fact | ||||
| By: | /s/ Robert S. Pitts, Jr. | |||
| Robert S. Pitts, Jr. | ||||
| President | ||||
| STEADFAST INTERNATIONAL MASTER FUND LTD. | ||||
| By: | /s/ Robert S. Pitts, Jr. | |||
| Robert S. Pitts, Jr. | ||||
| Director | ||||
| /s/ Robert S. Pitts, Jr. | ||||
| Robert S. Pitts, Jr. | ||||
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Shares of Wayfair Inc. dated as of February 19, 2016 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Dated: February 19, 2016
| STEADFAST CAPITAL MANAGEMENT LP | ||||
| By: | /s/ Robert S. Pitts, Jr. | |||
| Robert S. Pitts, Jr. | ||||
| President | ||||
| STEADFAST ADVISORS LP | ||||
| By: | /s/ Robert S. Pitts, Jr. | |||
| Robert S. Pitts, Jr. | ||||
| President | ||||
| STEADFAST CAPITAL, L.P. | ||||
| By: STEADFAST ADVISORS LP, as Managing General Partner | ||||
| By: | /s/ Robert S. Pitts, Jr. | |||
| Robert S. Pitts, Jr. | ||||
| President | ||||
| AMERICAN STEADFAST, L.P. | ||||
| By: STEADFAST CAPITAL MANAGEMENT LP, Attorney-in-Fact | ||||
| By: | /s/ Robert S. Pitts, Jr. | |||
| Robert S. Pitts, Jr. | ||||
| President | ||||
| STEADFAST INTERNATIONAL MASTER FUND LTD. | ||||
| By: | /s/ Robert S. Pitts, Jr. | |||
| Robert S. Pitts, Jr. | ||||
| Director | ||||
| /s/ Robert S. Pitts, Jr. | ||||
| Robert S. Pitts, Jr. | ||||
EXHIBIT B
Robert S. Pitts, Jr.
Steadfast Capital Management LP
Steadfast Advisors LP
Steadfast Capital, L.P.
American Steadfast, L.P.
Steadfast International Master Fund Ltd.