UNITED STATES	 	
 	SECURITIES AND EXCHANGE COMMISSION	 	
 	Washington, D.C. 20549	 	
 	 	 	
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. 4)
 
Wayfair Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
94419L101
(CUSIP Number)
February 28, 2017
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)	
o	Rule 13d-1(c)	
x	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 the disclosures provided in a prior cover page.
 
The information required in 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).

 

CUSIP No. 94419L101	Schedule 13G	 	
 	
 	1	Names of Reporting Persons 
Great Hill Investors, LLC	
 	
 	2	Check the Appropriate Box if a Member of a Group	
 	 	(a)	o	
 	 	(b)	x	
 	
 	3	SEC Use Only	
 	
 	4	Citizen or Place of Organization 
Massachusetts	
 	 	 	
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With	5	Sole Voting Power 
0	
	 	
	6	Shared Voting Power 
16,751	
	 	
	7	Sole Dispositive Power 
0	
	 	
	8	Shared Dispositive Power
16,751	
 	
 	9	Aggregate Amount Beneficially Owned by Each Reporting Person 
16,751	
 	
 	10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o 
Not Applicable	
 	
 	11	Percent of Class Represented by Amount in Row 9 
Less than 1.0%	
 	
 	12	Type of Reporting Person 
OO	

1 

 

CUSIP No. 94419L101	Schedule 13G	 	
 	
 	1	Names of Reporting Persons 
Great Hill Equity Partners IV, LP	
 	
 	2	Check the Appropriate Box if a Member of a Group	
 	 	(a)	o	
 	 	(b)	x	
 	
 	3	SEC Use Only	
 	
 	4	Citizen or Place of Organization 
Delaware	
 	 	 	
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With	5	Sole Voting Power 
0	
	 	
	6	Shared Voting Power 
6,141,896	
	 	
	7	Sole Dispositive Power 
0	
	 	
	8	Shared Dispositive Power
6,141,896	
 	
 	9	Aggregate Amount Beneficially Owned by Each Reporting Person 
6,141,896	
 	
 	10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o 
Not Applicable	
 	
 	11	Percent of Class Represented by Amount in Row 9 
12.2%	
 	
 	12	Type of Reporting Person 
PN	

2 

 

CUSIP No. 94419L101	Schedule 13G	 	
 	
 	1	Names of Reporting Persons 
Great Hill Partners GP IV, L.P.	
 	
 	2	Check the Appropriate Box if a Member of a Group	
 	 	(a)	o	
 	 	(b)	x	
 	
 	3	SEC Use Only	
 	
 	4	Citizen or Place of Organization 
Delaware	
 	 	 	
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With	5	Sole Voting Power 
0	
	 	
	6	Shared Voting Power 
6,141,896	
	 	
	7	Sole Dispositive Power 
0	
	 	
	8	Shared Dispositive Power
6,141,896	
 	
 	9	Aggregate Amount Beneficially Owned by Each Reporting Person 
6,141,896	
 	
 	10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o 
Not Applicable	
 	
 	11	Percent of Class Represented by Amount in Row 9 
12.2%	
 	
 	12	Type of Reporting Person 
PN	

3 

 

CUSIP No. 94419L101	Schedule 13G	 	
 	
 	1	Names of Reporting Persons 
GHP IV, LLC	
 	
 	2	Check the Appropriate Box if a Member of a Group	
 	 	(a)	o	
 	 	(b)	x	
 	
 	3	SEC Use Only	
 	
 	4	Citizen or Place of Organization 
Delaware	
 	 	 	
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With	5	Sole Voting Power 
0	
	 	
	6	Shared Voting Power 
6,141,896	
	 	
	7	Sole Dispositive Power 
0	
	 	
	8	Shared Dispositive Power
6,141,896	
 	
 	9	Aggregate Amount Beneficially Owned by Each Reporting Person 
6,141,896	
 	
 	10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o 
Not Applicable	
 	
 	11	Percent of Class Represented by Amount in Row 9 
12.2%	
 	
 	12	Type of Reporting Person 
OO	

4 

 

CUSIP No. 94419L101	Schedule 13G	 	
 	
 	1	Names of Reporting Persons 
Christopher S. Gaffney	
 	
 	2	Check the Appropriate Box if a Member of a Group	
 	 	(a)	o	
 	 	(b)	x	
 	
 	3	SEC Use Only	
 	
 	4	Citizen or Place of Organization 
United States of America	
 	 	 	
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With	5	Sole Voting Power 
0	
	 	
	6	Shared Voting Power 
6,158,647	
	 	
	7	Sole Dispositive Power 
0	
	 	
	8	Shared Dispositive Power
6,158,647	
 	
 	9	Aggregate Amount Beneficially Owned by Each Reporting Person 
6,158,647	
 	
 	10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o 
Not Applicable	
 	
 	11	Percent of Class Represented by Amount in Row 9 
12.2%	
 	
 	12	Type of Reporting Person 
IN	

5 

 

CUSIP No. 94419L101	Schedule 13G	 	
 	
 	1	Names of Reporting Persons 
John G. Hayes	
 	
 	2	Check the Appropriate Box if a Member of a Group	
 	 	(a)	o	
 	 	(b)	x	
 	
 	3	SEC Use Only	
 	
 	4	Citizen or Place of Organization 
United States of America	
 	 	 	
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With	5	Sole Voting Power 
0	
	 	
	6	Shared Voting Power 
6,158,647	
	 	
	7	Sole Dispositive Power 
0	
	 	
	8	Shared Dispositive Power
6,158,647	
 	
 	9	Aggregate Amount Beneficially Owned by Each Reporting Person 
6,158,647	
 	
 	10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o 
Not Applicable	
 	
 	11	Percent of Class Represented by Amount in Row 9 
12.2%	
 	
 	12	Type of Reporting Person 
IN	

6 

 

CUSIP No. 94419L101	Schedule 13G	 	
 	
 	1	Names of Reporting Persons 
Michael A. Kumin	
 	
 	2	Check the Appropriate Box if a Member of a Group	
 	 	(a)	o	
 	 	(b)	x	
 	
 	3	SEC Use Only	
 	
 	4	Citizen or Place of Organization 
United States of America	
 	 	 	
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With	5	Sole Voting Power 
0	
	 	
	6	Shared Voting Power 
6,158,647	
	 	
	7	Sole Dispositive Power 
0	
	 	
	8	Shared Dispositive Power
6,158,647	
 	
 	9	Aggregate Amount Beneficially Owned by Each Reporting Person 
6,158,647	
 	
 	10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o 
Not Applicable	
 	
 	11	Percent of Class Represented by Amount in Row 9 
12.2%	
 	
 	12	Type of Reporting Person 
IN	

7 

 

CUSIP No. 94419L101	Schedule 13G	 	
 	
 	1	Names of Reporting Persons 
Mark D. Taber	
 	
 	2	Check the Appropriate Box if a Member of a Group	
 	 	(a)	o	
 	 	(b)	x	
 	
 	3	SEC Use Only	
 	
 	4	Citizen or Place of Organization 
United States of America	
 	 	 	
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With	5	Sole Voting Power 
0	
	 	
	6	Shared Voting Power 
6,158,647	
	 	
	7	Sole Dispositive Power 
0	
	 	
	8	Shared Dispositive Power
6,158,647	
 	
 	9	Aggregate Amount Beneficially Owned by Each Reporting Person 
6,158,647	
 	
 	10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o 
Not Applicable	
 	
 	11	Percent of Class Represented by Amount in Row 9 
12.2%	
 	
 	12	Type of Reporting Person 
IN	

8 

 

CUSIP No. 94419L101	Schedule 13G	 	
 	
 	1	Names of Reporting Persons 
Matthew T. Vettel	
 	
 	2	Check the Appropriate Box if a Member of a Group	
 	 	(a)	o	
 	 	(b)	x	
 	
 	3	SEC Use Only	
 	
 	4	Citizen or Place of Organization 
United States of America	
 	 	 	
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With	5	Sole Voting Power 
0	
	 	
	6	Shared Voting Power 
6,158,647	
	 	
	7	Sole Dispositive Power 
0	
	 	
	8	Shared Dispositive Power
6,158,647	
 	
 	9	Aggregate Amount Beneficially Owned by Each Reporting Person 
6,158,647	
 	
 	10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o 
Not Applicable	
 	
 	11	Percent of Class Represented by Amount in Row 9 
12.2%	
 	
 	12	Type of Reporting Person 
IN	

9 

 

CUSIP No. 94419L101	Schedule 13G	 	
 	
Item 1.	(a)	Name of Issuer:
Wayfair Inc.  (the “Issuer”)	
 	(b)	Address of Issuer’s Principal Executive Offices:
4 Copley Place, 7 th Floor
Boston, MA 02116	
 	
Item 2.	(a)	Name of Person Filing:
Great Hill Investors, LLC (“GHI”)
Great Hill Equity Partners IV, L.P. (“GHEP IV”)
Great Hill Partners GP IV, L.P. (“GHEPIVGP”)
GHP IV, LLC (“GHPIV”)
Christopher S. Gaffney (“Gaffney”)
John G. Hayes (“Hayes”)
Michael A. Kumin (“Kumin”)
Mark D. Taber (“Taber”)
Matthew T. Vettel (“Vettel”)	
 	(b)	Address or Principal Business Office:
The business address of each of reporting person is c/o Great Hill Partners, LP; One Liberty Square; Boston, MA 02109.	
 	(c)	Citizenship of each Reporting Person is:	
 	 	GHI
GHEP IV
GHEPIVGP
GHPIV
Gaffney
Hayes
Kumin
Taber
Vettel	Massachusetts limited liability company
Delaware limited partnership
Delaware limited partnership
Delaware limited liability company
U.S. citizen
U.S. citizen
U.S. citizen
U.S. citizen
U.S. citizen	
 	(d)	Title of Class of Securities:
Class A Common Stock, $0.001 par value per share, of Wayfair Inc.	
 	(e)	CUSIP Number:
94419L101	

10 

 

CUSIP No. 94419L101	Schedule 13G	 	
 	 	
Item 3.	 	
 	Not applicable.	
 	 	
Item 4.	Ownership	
 	
 	(a)	Amount beneficially owned:     
 
As of March 2, 2017, GHI owned 16,751 shares of Class A Common Stock. GHI is controlled by Gaffney, Hayes, Kumin, Taber and Vettel and, as such, they may be deemed to indirectly beneficially own the shares beneficially owned by GHI. Each of Messrs. Gaffney, Hayes, Kumin, Taber and Vettel disclaims beneficial ownership of these shares.
 
As of March 2, 2017, GHEP IV owned 6,141,896 shares of Class A Common Stock. GHEPIVGP is the sole general partner of GHEPIV and GHPIV is the sole general partner of GHEPIVGP. GHPIV is controlled by Gaffney, Hayes, Kumin, Taber and Vettel and, as such, they may be deemed to indirectly beneficially own the shares beneficially owned by GHEP IV. Each of Messrs. Gaffney, Hayes, Kumin, Taber and Vettel disclaims beneficial ownership of these shares.	
 	(b)	Percent of class:   	
 	 	GHI
GHEP IV
GHEPIVGP
GHPIV
Gaffney
Hayes
Kumin
Taber
Vettel	Less than 1.0%
12.2%
12.2%
12.2%
12.2%
12.2%
12.2%
12.2%
12.2%	
 	 	The ownership percentages above are based on an aggregate of 50,338,973 shares of Class A Common Stock outstanding as of January 31, 2017.	

11 

 

CUSIP No. 94419L101	Schedule 13G	 	
 	 	
 	(c)	Number of shares as to which such person has:
 	
 	 	 	 	Number of Shares	 	
 	 	Reporting Person	 	(i)	 	(ii)	 	(iii)	 	(iv)	 	
 	 	GHI	 	0	 	16,751	 	0	 	16,751	 	
 	 	GHEP IV	 	0	 	6,141,896	 	0	 	6,141,896	 	
 	 	GHEPIVGP	 	0	 	6,141,896	 	0	 	6,141,896	 	
 	 	GHPIV	 	0	 	6,141,896	 	0	 	6,141,896	 	
 	 	Gaffney	 	0	 	6,158,647	 	0	 	6,158,647	 	
 	 	Hayes	 	0	 	6,158,647	 	0	 	6,158,647	 	
 	 	Kumin	 	0	 	6,158,647	 	0	 	6,158,647	 	
 	 	Taber	 	0	 	6,158,647	 	0	 	6,158,647	 	
 	 	Vettel	 	0	 	6,158,647	 	0	 	6,158,647	 	
 	 	 	
 	 	(i)	Sole power to vote or to direct the vote     
 	
 	 	(ii)	Shared power to vote or to direct the vote    
 	
 	 	(iii)	Sole power to dispose or to direct the disposition of   
 	
 	 	(iv)	Shared power to dispose or to direct the disposition of   

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 person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: o	
 	
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	
 	Not applicable.	
 	
Item 8.	Identification and Classification of Members of the Group	
 	Not applicable.	
 	
Item 9.	Notice of Dissolution of Group	
 	Not applicable.	

12 

 

CUSIP No. 94419L101	Schedule 13G	 	
 	 	
Item 10.	Certification	
 	Not applicable.	

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.
 
Date:      March 2, 2017

GREAT HILL INVESTORS, LLC	 	
 	 	 	
By:	/s/ Laurie T. Gerber	 	
Title: Attorney-in-fact	 	
 	 	
GREAT HILL EQUITY PARTNERS IV, L.P.	 	
By: GREAT HILL PARTNERS GP IV, L.P., its General Partner	 	
By: GHP IV, LLC, its General Partner	 	
 	 	 	
By:	/s/ Laurie T. Gerber	 	
Title: Attorney-in-fact	 	
 	 	
GREAT HILL PARTNERS GP IV, L.P.	 	
By: GHP IV, LLC, its General Partner	 	
 	 	 	
By:	/s/ Laurie T. Gerber	 	
Title: Attorney-in-fact	 	
 	 	
GHP IV, LLC	 	
 	 	 	
By:	/s/ Laurie T. Gerber	 	
Title: Attorney-in-fact	 	
 	 	
/s/ Laurie T. Gerber, as attorney-in-fact for Christopher S. Gaffney	 	
Name: Christopher S. Gaffney	 	
 	 	
/s/ Laurie T. Gerber, as attorney-in-fact for John G. Hayes	 	
Name: John G. Hayes	 	
 	 	
/s/ Laurie T. Gerber, as attorney-in-fact for Michael A. Kumin	 	
Name: Michael A. Kumin	 	
 	 	
/s/ Laurie T. Gerber, as attorney-in-fact for Mark D. Taber	 	
Name: Mark D. Taber	 	
 	 	
/s/ Laurie T. Gerber, as attorney-in-fact for Matthew T. Vettel	 	
Name: Matthew T. Vettel	 	
 
13 

 

CUSIP No. 94419L101	Schedule 13G	 	
 
LIST OF EXHIBITS

Exhibit No.	 	Description	
 	 	 	
I	 	Joint Filing Agreement	
 
14 

EXHIBIT I
 
Joint Filing Agreement
 
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of the shares of Class A Common Stock of Wayfair Inc. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 
 
EXECUTED as of this 2nd day of March, 2017.

GREAT HILL INVESTORS, LLC	 	
 	 	 	
By:	/s/ Laurie T. Gerber	 	
Title: Attorney-in-fact	 	
 	 	
GREAT HILL EQUITY PARTNERS IV, L.P.	 	
By: GREAT HILL PARTNERS GP IV, L.P., its General Partner	 	
By: GHP IV, LLC, its General Partner	 	
 	 	 	
By:	/s/ Laurie T. Gerber	 	
Title: Attorney-in-fact	 	
 	 	
GREAT HILL PARTNERS GP IV, L.P.	 	
By: GHP IV, LLC, its General Partner	 	
 	 	 	
By:	/s/ Laurie T. Gerber	 	
Title: Attorney-in-fact	 	
 	 	
GHP IV, LLC	 	
 	 	 	
By:	/s/ Laurie T. Gerber	 	
Title: Attorney-in-fact	 	
 	 	
/s/ Laurie T. Gerber, as attorney-in-fact for Christopher S. Gaffney	 	
Name: Christopher S. Gaffney	 	
 	 	
/s/ Laurie T. Gerber, as attorney-in-fact for John G. Hayes	 	
Name: John G. Hayes	 	
 	 	
/s/ Laurie T. Gerber, as attorney-in-fact for Michael A. Kumin	 	
Name: Michael A. Kumin	 	
 	 	
/s/ Laurie T. Gerber, as attorney-in-fact for Mark D. Taber	 	
Name: Mark D. Taber	 	
 	 	
/s/ Laurie T. Gerber, as attorney-in-fact for Matthew T. Vettel	 	
Name: Matthew T. Vettel