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Filing Details

Accession Number:: 0000903423-14-000537
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-10-08 18:32:33
Reporting Period:: 2014-10-02

Filing Date:: 2014-10-08
Accepted Time:: 2014-10-08 18:32:33
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1616707	Wayfair Inc.	W	Retail-Catalog & Mail-Order Houses (5961)	364791999

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1132625	Viking Global Performance Llc	55 Railroad Avenue Greenwich CT 06830	No	No	Yes	No
1133006	Andreas Ole Halvorsen	55 Railroad Avenue Greenwich CT 06830	No	No	Yes	No
1621588	S. Daniel Sundheim	55 Railroad Avenue Greenwich CT 06830	No	No	Yes	No
1621596	Ltd. Master Fund Long Viking	55 Railroad Avenue Greenwich CT 06830	No	No	Yes	No
1621607	Viking Long Fund Gp Llc	55 Railroad Avenue Greenwich CT 06830	No	No	Yes	No
1621620	Ltd. Portfolio Iii Vge	55 Railroad Avenue Greenwich CT 06830	No	No	Yes	No
1621691	Jr W. Thomas Purcell	55 Railroad Avenue Greenwich CT 06830	No	No	Yes	No
1621842	C. David Ott	55 Railroad Avenue Greenwich CT 06830	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2014-10-02	400,000	$0.00	1,750,236	No	4	P	Indirect	See Explanation of Responses
Class A Common Stock	Acquisiton	2014-10-02	79,250	$0.00	1,750,236	No	4	P	Indirect	See Explanation of Responses
Class A Common Stock	Acquisiton	2014-10-02	300,379	$0.00	1,297,967	No	4	P	Direct
Class A Common Stock	Acquisiton	2014-10-02	73,410	$0.00	497,411	No	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See Explanation of Responses
No	4	P	Indirect	See Explanation of Responses
No	4	P	Direct
No	4	P	Direct

Footnotes

O. Andreas Halvorsen, David C. Ott, Thomas W. Purcell, Jr. and Daniel S. Sundheim are Executive Committee members of certain management entities including Viking Global Investors LP ("VGI"), Viking Global Performance LLC ("VGP") and Viking Long Fund GP LLC ("VLFGP"). VGI provides managerial services to various investment funds including Viking Global Equities LP ("VGE"), Viking Global Equities II LP ("VGE II") and VGE III Portfolio Ltd. ("VGE III"). VGP is the general partner of VGE and VGE II and the investment manager of VGE III. VLFGP serves as the investment manager of Viking Long Fund Master Ltd. ("VLFM", together with VGE, VGE II and VGE III, the "Viking Funds", and together with Mr. Halvorsen, Mr. Ott, Mr. Purcell, Mr. Sundheim, VGP, VLFGP and VGE III, the "Reporting Persons").
The shares reported on this form were previously reported on the Form 4 of VGI, VGE and VGE II filed with the Securities and Exchange Commission on October 6, 2014. Mr. Halvorsen, Mr. Ott, Mr. Purcell, Mr. Sundheim, VGP, VLFGP, VGE III and VLFM were not listed as "Reporting Persons" thereon, because, at that time, they did not have the necessary filing codes.
VGI provides managerial services to (i) VGE, which directly holds 99,621 shares of Class A common stock and 327,594 shares of Class B common stock; (ii) VGE II, which directly holds 5,840 shares of Class A common stock and 19,214 shares of Class B common stock; (iii) VGE III, which directly holds 186,679 shares of Class A common stock and 613,877 shares of Class B common stock; and (iv) VLFM, which directly holds 187,110 shares of Class A common stock and 310,301 shares of Class B common stock. Because of the relationships between VGI and the Viking Funds, VGI may be deemed to beneficially own the shares of Class A common stock and Class B common stock directly held by the Viking Funds.
VGP is the general partner of VGE and VGE II and the investment manager of VGE III. Because of the relationships between VGP and VGE, VGE II and VGE III, respectively, VGP may be deemed to beneficially own the shares of Class A common stock and Class B common stock directly held by VGE, VGE II and VGE III.
VLFGP serves as the investment manager of VLFM. Because of the relationship between VLFGP and VLFM, VLFGP may be deemed to beneficially own the shares of Class A common stock and Class B common stock directly held by VLFM.
The Reporting Persons disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.
VGE III directly holds 186,679 shares of Class A common stock and 613,877 shares of Class B common stock.
VLFM directly holds 187,110 shares of Class A common stock and 310,301 shares of Class B common stock.
On October 2, 2014, the Viking Funds acquired an aggregate of 400,000 shares of Class A common stock at a price of $29.00 per share in connection with the Issuer's initial public offering. 186,679 of such shares of Class A common stock were acquired by VGE III and 113,700 of such shares of Class A common stock were acquired by VLFM.
On October 2, 2014, the Viking Funds acquired an aggregate of 25,000 shares of Class A common stock at a price per share of $36.00 and 54,250 shares of Class A common stock at a price per share of $35.53 in open-market transactions. All 25,000 shares of Class A common stock acquired at a price per share of $36.00 were acquired by VLFM, and 48,410 of the shares of Class A common stock acquired at a price per share of $35.53 were acquired by VLFM.