W

SEC source: 0001616707-20-000064 · wf-form4_158812039448267.xml · nonDerivative · entry 1

Macri Edmond · CIK 0001620023 · Chief Product/Marketing

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,547

F1 · kind: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

SEC source: 0001616707-20-000062 · wf-form4_158812017895700.xml · nonDerivative · entry 1

FLEISHER MICHAEL D · CIK 0001187596 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 156,541

F1 · kind: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

SEC source: 0001616707-20-000056 · wf-form4_158716295136675.xml · nonDerivative · entry 5

FLEISHER MICHAEL D · CIK 0001187596 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 158,055

F5 · kind: These sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

SEC source: 0001616707-20-000052 · wf-form4_158716271362527.xml · nonDerivative · entry 4

Macri Edmond · CIK 0001620023 · Chief Product/Marketing

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 10,147

F1 · kind: Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the restricted stock units ("RSUs") listed in Table II and does not represent a discretionary trade by the reporting person.

F4 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.96 to $81.32, 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.

SEC source: 0001616707-20-000052 · wf-form4_158716271362527.xml · nonDerivative · entry 3

Macri Edmond · CIK 0001620023 · Chief Product/Marketing

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 10,514

F1 · kind: Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the restricted stock units ("RSUs") listed in Table II and does not represent a discretionary trade by the reporting person.

F3 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.51 to $80.31, 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.

SEC source: 0001616707-20-000052 · wf-form4_158716271362527.xml · nonDerivative · entry 2

Macri Edmond · CIK 0001620023 · Chief Product/Marketing

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 11,091

F1 · kind: Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the restricted stock units ("RSUs") listed in Table II and does not represent a discretionary trade by the reporting person.

F2 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.26 to $78.56, 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.

SEC source: 0001616707-20-000056 · wf-form4_158716295136675.xml · nonDerivative · entry 4

FLEISHER MICHAEL D · CIK 0001187596 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 159,909

F1 · kind: Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the restricted stock units ("RSUs") listed in Table II and does not represent a discretionary trade by the reporting person.

F4 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.96 to $81.51, 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.

SEC source: 0001616707-20-000056 · wf-form4_158716295136675.xml · nonDerivative · entry 3

FLEISHER MICHAEL D · CIK 0001187596 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 160,816

F1 · kind: Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the restricted stock units ("RSUs") listed in Table II and does not represent a discretionary trade by the reporting person.

F3 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.48 to $80.41, 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.

SEC source: 0001616707-20-000056 · wf-form4_158716295136675.xml · nonDerivative · entry 2

FLEISHER MICHAEL D · CIK 0001187596 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 163,766

F1 · kind: Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the restricted stock units ("RSUs") listed in Table II and does not represent a discretionary trade by the reporting person.

F2 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.41 to $79.30, 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.

SEC source: 0001616707-20-000054 · wf-form4_158716281742762.xml · nonDerivative · entry 4

Oblak Steve · CIK 0001620159 · Chief Merchandising Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 160,266

F1 · kind: Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the restricted stock units ("RSUs") listed in Table II and does not represent a discretionary trade by the reporting person.

F4 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.61 to $81.53, 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.

SEC source: 0001616707-20-000054 · wf-form4_158716281742762.xml · nonDerivative · entry 3

Oblak Steve · CIK 0001620159 · Chief Merchandising Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 160,711

F1 · kind: Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the restricted stock units ("RSUs") listed in Table II and does not represent a discretionary trade by the reporting person.

F3 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.64 to $79.82, 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.

SEC source: 0001616707-20-000054 · wf-form4_158716281742762.xml · nonDerivative · entry 2

Oblak Steve · CIK 0001620159 · Chief Merchandising Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 160,890

F1 · kind: Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the restricted stock units ("RSUs") listed in Table II and does not represent a discretionary trade by the reporting person.

F2 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.27 to $78.56, 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.

SEC source: 0001616707-20-000052 · wf-form4_158716271362527.xml · derivative · entry 6

Macri Edmond · CIK 0001620023 · Chief Product/Marketing

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 33,000

Underlying: Class A Common Stock · 3,000 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F6 · derivative.exercise_price: Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.

F7 · derivative.exercise_date: These RSUs vest upon the satisfaction of a service condition and have no expiration date. The service condition is satisfied as to 1/20th of the shares on April 15, 2018 and as to an additional 1/20th of the shares for every three months of continuous service thereafter.

F7 · derivative.expiration_date: These RSUs vest upon the satisfaction of a service condition and have no expiration date. The service condition is satisfied as to 1/20th of the shares on April 15, 2018 and as to an additional 1/20th of the shares for every three months of continuous service thereafter.

SEC source: 0001616707-20-000052 · wf-form4_158716271362527.xml · nonDerivative · entry 1

Macri Edmond · CIK 0001620023 · Chief Product/Marketing

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 11,500

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001616707-20-000056 · wf-form4_158716295136675.xml · derivative · entry 6

FLEISHER MICHAEL D · CIK 0001187596 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 151,250

Underlying: Class A Common Stock · 13,750 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F6 · derivative.exercise_price: Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.

F7 · derivative.exercise_date: These RSUs vest upon the satisfaction of a service condition and have no expiration date. The service condition is satisfied as to 1/5th of the shares on September 15, 2016 and as to an additional 1/20th of the shares for every three months of continuous service thereafter.

F7 · derivative.expiration_date: These RSUs vest upon the satisfaction of a service condition and have no expiration date. The service condition is satisfied as to 1/5th of the shares on September 15, 2016 and as to an additional 1/20th of the shares for every three months of continuous service thereafter.

SEC source: 0001616707-20-000056 · wf-form4_158716295136675.xml · nonDerivative · entry 1

FLEISHER MICHAEL D · CIK 0001187596 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 166,105

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001616707-20-000054 · wf-form4_158716281742762.xml · derivative · entry 5

Oblak Steve · CIK 0001620159 · Chief Merchandising Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 33,000

Underlying: Class A Common Stock · 3,000 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F5 · derivative.exercise_price: Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.

F6 · derivative.exercise_date: These RSUs vest upon the satisfaction of a service condition and have no expiration date. The service condition is satisfied as to 1/20th of the shares on April 15, 2018 and as to an additional 1/20th of the shares for every three months of continuous service thereafter.

F6 · derivative.expiration_date: These RSUs vest upon the satisfaction of a service condition and have no expiration date. The service condition is satisfied as to 1/20th of the shares on April 15, 2018 and as to an additional 1/20th of the shares for every three months of continuous service thereafter.

SEC source: 0001616707-20-000054 · wf-form4_158716281742762.xml · nonDerivative · entry 1

Oblak Steve · CIK 0001620159 · Chief Merchandising Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 161,160

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001209191-20-026199 · doc4.xml · derivative · entry 1

Spruce House Partnership LLC · CIK 0001797827 · 10% owner

SPRUCE HOUSE PARTNERSHIP (AI) LP · CIK 0001389653 · 10% owner

Spruce House Partnership (QP) LP · CIK 0001797552 · 10% owner

Spruce House Capital LLC · CIK 0001472167 · 10% owner

Sternberg Zachary · CIK 0001679333 · 10% owner

Stein Benjamin Forester · CIK 0001679335 · 10% owner

SPRUCE HOUSE INVESTMENT MANAGEMENT LLC · CIK 0001543170 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: Not disclosed

Underlying: Class A Common Stock · 482,758 shares

Expires 2025-04-01

F1 · derivative.exercise_price: On April 8, 2020 (the "Closing Date"), in connection with the closing of the transactions contemplated by the purchase agreement dated as of April 6, 2020 (which was subsequently amended and restated on April 7, 2020, such amended and restated version, the "Purchase Agreement"), by and among Issuer, Wayfair LLC, GHEP VII Aggregator, CBEP Investments, LLC ("Charlesbank") and The Spruce House Partnership LLC ("Aggregator"), the Aggregator purchased $35,000,000 in aggregate principal amount of 2.50% Accreting Convertible Senior Notes due 2025 (the "Notes"). The Notes are currently convertible, at the Aggregator's election, into 482,758 shares of Common Stock, based upon an initial conversion rate of 13.7931 shares of Common Stock per $1,000 principal amount of Notes (equivalent to a conversion price of approximately $72.50 per share).

F1 · kind: On April 8, 2020 (the "Closing Date"), in connection with the closing of the transactions contemplated by the purchase agreement dated as of April 6, 2020 (which was subsequently amended and restated on April 7, 2020, such amended and restated version, the "Purchase Agreement"), by and among Issuer, Wayfair LLC, GHEP VII Aggregator, CBEP Investments, LLC ("Charlesbank") and The Spruce House Partnership LLC ("Aggregator"), the Aggregator purchased $35,000,000 in aggregate principal amount of 2.50% Accreting Convertible Senior Notes due 2025 (the "Notes"). The Notes are currently convertible, at the Aggregator's election, into 482,758 shares of Common Stock, based upon an initial conversion rate of 13.7931 shares of Common Stock per $1,000 principal amount of Notes (equivalent to a conversion price of approximately $72.50 per share).

F1 · reported_value: On April 8, 2020 (the "Closing Date"), in connection with the closing of the transactions contemplated by the purchase agreement dated as of April 6, 2020 (which was subsequently amended and restated on April 7, 2020, such amended and restated version, the "Purchase Agreement"), by and among Issuer, Wayfair LLC, GHEP VII Aggregator, CBEP Investments, LLC ("Charlesbank") and The Spruce House Partnership LLC ("Aggregator"), the Aggregator purchased $35,000,000 in aggregate principal amount of 2.50% Accreting Convertible Senior Notes due 2025 (the "Notes"). The Notes are currently convertible, at the Aggregator's election, into 482,758 shares of Common Stock, based upon an initial conversion rate of 13.7931 shares of Common Stock per $1,000 principal amount of Notes (equivalent to a conversion price of approximately $72.50 per share).

F1 · price: On April 8, 2020 (the "Closing Date"), in connection with the closing of the transactions contemplated by the purchase agreement dated as of April 6, 2020 (which was subsequently amended and restated on April 7, 2020, such amended and restated version, the "Purchase Agreement"), by and among Issuer, Wayfair LLC, GHEP VII Aggregator, CBEP Investments, LLC ("Charlesbank") and The Spruce House Partnership LLC ("Aggregator"), the Aggregator purchased $35,000,000 in aggregate principal amount of 2.50% Accreting Convertible Senior Notes due 2025 (the "Notes"). The Notes are currently convertible, at the Aggregator's election, into 482,758 shares of Common Stock, based upon an initial conversion rate of 13.7931 shares of Common Stock per $1,000 principal amount of Notes (equivalent to a conversion price of approximately $72.50 per share).

F1 · derivative.underlying_shares: On April 8, 2020 (the "Closing Date"), in connection with the closing of the transactions contemplated by the purchase agreement dated as of April 6, 2020 (which was subsequently amended and restated on April 7, 2020, such amended and restated version, the "Purchase Agreement"), by and among Issuer, Wayfair LLC, GHEP VII Aggregator, CBEP Investments, LLC ("Charlesbank") and The Spruce House Partnership LLC ("Aggregator"), the Aggregator purchased $35,000,000 in aggregate principal amount of 2.50% Accreting Convertible Senior Notes due 2025 (the "Notes"). The Notes are currently convertible, at the Aggregator's election, into 482,758 shares of Common Stock, based upon an initial conversion rate of 13.7931 shares of Common Stock per $1,000 principal amount of Notes (equivalent to a conversion price of approximately $72.50 per share).

F2 · ownership.direct: The reported securities are held in the account of the Aggregator, its sole members being The Spruce House Partnership (AI) LP (f/k/a The Spruce House Partnership LP) and The Spruce House Partnership (QP) LP (collectively, the "Funds)", each a private investment fund managed by Spruce House Investment Management LLC (the "Investment Manager").

F3 · ownership.direct: The reported securities may be deemed to be beneficially owned by the Investment Manager, the general partner of the Funds, Spruce House Capital LLC (the "General Partner"), and by Zachary Sternberg and Benjamin Stein, managing members of the Investment Manager and the General Partner (the "Managing Members"). Each of the Funds, the Investment Manager, the General Partner and the Managing Members disclaim beneficial ownership of the reported securities held by the Aggregator, except to the extent of his or its pecuniary interest therein. The Aggregator, the Funds, the Investment Manager, the General Partner and the Managing Members (collectively, the "Reporting Persons") affirmatively disclaim being a "group" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

SEC source: 0001616707-20-000043 · wf-form4_158586881067734.xml · nonDerivative · entry 3

Miller James R. · CIK 0001431244 · Director · Interim CTO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 22,112

F1 · kind: Represents shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of restricted stock units ("RSUs"), and does not represent a discretionary trade by the reporting person.

F2 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $48.26 to $49.04, 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.

SEC source: 0001616707-20-000043 · wf-form4_158586881067734.xml · nonDerivative · entry 2

Miller James R. · CIK 0001431244 · Director · Interim CTO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 23,365

F1 · kind: Represents shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of restricted stock units ("RSUs"), and does not represent a discretionary trade by the reporting person.

SEC source: 0001616707-20-000043 · wf-form4_158586881067734.xml · derivative · entry 4

Miller James R. · CIK 0001431244 · Director · Interim CTO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,500

Underlying: Class A Common Stock · 3,500 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · derivative.exercise_price: Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.

F4 · derivative.exercise_date: These shares of Class A Common Stock are issuable upon vesting of an RSU. The RSU vests upon the satisfaction of a service condition. The service condition shall be satisfied as to 3,500 shares on 3/1/2020; 3,500 shares on 4/1/2020 and the final 3,500 shares on 5/1/2020 subject to continuous service as Interim Chief Technology Officer.

F4 · derivative.expiration_date: These shares of Class A Common Stock are issuable upon vesting of an RSU. The RSU vests upon the satisfaction of a service condition. The service condition shall be satisfied as to 3,500 shares on 3/1/2020; 3,500 shares on 4/1/2020 and the final 3,500 shares on 5/1/2020 subject to continuous service as Interim Chief Technology Officer.

SEC source: 0001616707-20-000043 · wf-form4_158586881067734.xml · nonDerivative · entry 1

Miller James R. · CIK 0001431244 · Director · Interim CTO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 23,665

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001616707-20-000100 · wf-form4_159123014213248.xml · nonDerivative · entry 4

Macri Edmond · CIK 0001620023 · Chief Product/Marketing

10b5-1 filing: Not disclosed

Ownership: Indirect · By Revocable Trust

Disclosed balance after: 270,931

F1 · kind: Represents a transfer to a revocable trust. The reporting person is the trustee of the revocable trust.

SEC source: 0001616707-20-000100 · wf-form4_159123014213248.xml · nonDerivative · entry 3

Macri Edmond · CIK 0001620023 · Chief Product/Marketing

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,597

F1 · kind: Represents a transfer to a revocable trust. The reporting person is the trustee of the revocable trust.

SEC source: 0001493152-20-004553 · ownership.xml · nonDerivative · entry 1

Spruce House Partnership LLC · CIK 0001797827 · 10% owner

SPRUCE HOUSE PARTNERSHIP (AI) LP · CIK 0001389653 · 10% owner

Spruce House Partnership (QP) LP · CIK 0001797552 · 10% owner

Spruce House Capital LLC · CIK 0001472167 · 10% owner

Sternberg Zachary · CIK 0001679333 · 10% owner

Stein Benjamin Forester · CIK 0001679335 · 10% owner

SPRUCE HOUSE INVESTMENT MANAGEMENT LLC · CIK 0001543170 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 7,250,000

F1 · ownership.direct: As a result of internal restructuring, the reported securities are now held in the account of The Spruce House Partnership LLC (the "Aggregator"), its sole members being The Spruce House Partnership (AI) LP (f/k/a The Spruce House Partnership LP) and The Spruce House Partnership (QP) LP (collectively, the "Funds)", each a private investment fund managed by Spruce House Investment Management LLC (the "Investment Manager").

F2 · ownership.direct: The reported securities may be deemed to be beneficially owned by the Investment Manager, the general partner of the Funds, Spruce House Capital LLC (the "General Partner"), and by Zachary Sternberg and Benjamin Stein, managing members of the Investment Manager and the General Partner (the "Managing Members"). Each of the Funds, the Investment Manager, the General Partner and the Managing Members disclaim beneficial ownership of the reported securities held by the Aggregator, except to the extent of his or its pecuniary interest therein. The Aggregator, the Funds, the Investment Manager, the General Partner and the Managing Members (collectively, the "Reporting Persons") affirmatively disclaim being a "group" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

SEC source: 0001616707-20-000035 · wf-form4_158448797371090.xml · nonDerivative · entry 9

Macri Edmond · CIK 0001620023 · Chief Product/Marketing

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 8,500

F1 · kind: Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the restricted stock units ("RSUs") listed in Table II and does not represent a discretionary trade by the reporting person.

F6 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.71 to $31.61, 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.

SEC source: 0001616707-20-000035 · wf-form4_158448797371090.xml · nonDerivative · entry 8

Macri Edmond · CIK 0001620023 · Chief Product/Marketing

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 10,337

F1 · kind: Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the restricted stock units ("RSUs") listed in Table II and does not represent a discretionary trade by the reporting person.

F5 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.70 to $30.67, 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.

SEC source: 0001616707-20-000035 · wf-form4_158448797371090.xml · nonDerivative · entry 7

Macri Edmond · CIK 0001620023 · Chief Product/Marketing

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 11,037

F1 · kind: Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the restricted stock units ("RSUs") listed in Table II and does not represent a discretionary trade by the reporting person.

F4 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.62 to $29.53, 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.

SEC source: 0001616707-20-000035 · wf-form4_158448797371090.xml · nonDerivative · entry 6

Macri Edmond · CIK 0001620023 · Chief Product/Marketing

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 12,179

F1 · kind: Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the restricted stock units ("RSUs") listed in Table II and does not represent a discretionary trade by the reporting person.

F3 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.52 to $28.52, 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.

SEC source: 0001616707-20-000035 · wf-form4_158448797371090.xml · nonDerivative · entry 5

Macri Edmond · CIK 0001620023 · Chief Product/Marketing

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 12,881

F1 · kind: Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the restricted stock units ("RSUs") listed in Table II and does not represent a discretionary trade by the reporting person.

F2 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.16 to $26.93, 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.

SEC source: 0001616707-20-000037 · wf-form4_158448809813868.xml · nonDerivative · entry 2

FLEISHER MICHAEL D · CIK 0001187596 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 152,355

F1 · kind: Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the restricted stock units ("RSUs") listed in Table II and does not represent a discretionary trade by the reporting person.

F2 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.62 to $31.61, 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

SEC source: 0001616707-20-000033 · wf-form4_158448785037845.xml · nonDerivative · entry 8

Oblak Steve · CIK 0001620159 · Chief Merchandising Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 158,160

F1 · kind: Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the restricted stock units ("RSUs") listed in Table II and does not represent a discretionary trade by the reporting person.

SEC source: 0001616707-20-000033 · wf-form4_158448785037845.xml · nonDerivative · entry 7

Oblak Steve · CIK 0001620159 · Chief Merchandising Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 158,460

F1 · kind: Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the restricted stock units ("RSUs") listed in Table II and does not represent a discretionary trade by the reporting person.

F3 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.23 to $31.07, 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.

SEC source: 0001616707-20-000033 · wf-form4_158448785037845.xml · nonDerivative · entry 6

Oblak Steve · CIK 0001620159 · Chief Merchandising Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 159,940

F1 · kind: Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the restricted stock units ("RSUs") listed in Table II and does not represent a discretionary trade by the reporting person.

F2 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.62 to $29.53, 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.

SEC source: 0001616707-20-000033 · wf-form4_158448785037845.xml · nonDerivative · entry 5

Oblak Steve · CIK 0001620159 · Chief Merchandising Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 161,132

F1 · kind: Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the restricted stock units ("RSUs") listed in Table II and does not represent a discretionary trade by the reporting person.

SEC source: 0001616707-20-000035 · wf-form4_158448797371090.xml · derivative · entry 14

Macri Edmond · CIK 0001620023 · Chief Product/Marketing

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 20,000

Underlying: Class A Common Stock · 2,500 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F8 · derivative.exercise_price: Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.

F12 · derivative.exercise_date: These RSUs vest upon the satisfaction of a service condition and an event condition and have no expiration date. The service condition is satisfied as to 1/5th of the shares on March 15, 2018 and as to an additional 1/20th of the shares for every three months of continuous service thereafter.

F12 · derivative.expiration_date: These RSUs vest upon the satisfaction of a service condition and an event condition and have no expiration date. The service condition is satisfied as to 1/5th of the shares on March 15, 2018 and as to an additional 1/20th of the shares for every three months of continuous service thereafter.

SEC source: 0001616707-20-000035 · wf-form4_158448797371090.xml · derivative · entry 13

Macri Edmond · CIK 0001620023 · Chief Product/Marketing

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 20,000

Underlying: Class A Common Stock · 5,000 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F8 · derivative.exercise_price: Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.

F11 · derivative.exercise_date: These RSUs vest upon the satisfaction of a service condition and have no expiration date. The service condition is satisfied as to 1/5th of the shares on March 15, 2017 and as to an additional 1/20th of the shares for every three months of continuous service thereafter.

F11 · derivative.expiration_date: These RSUs vest upon the satisfaction of a service condition and have no expiration date. The service condition is satisfied as to 1/5th of the shares on March 15, 2017 and as to an additional 1/20th of the shares for every three months of continuous service thereafter.

SEC source: 0001616707-20-000035 · wf-form4_158448797371090.xml · derivative · entry 12

Macri Edmond · CIK 0001620023 · Chief Product/Marketing

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,903

Underlying: Class A Common Stock · 952 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F8 · derivative.exercise_price: Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.

F10 · derivative.exercise_date: These RSUs vest upon the satisfaction of a service condition and have no expiration date. The service condition is satisfied as to 1/5th of the shares on September 15, 2016 and as to an additional 1/20th of the shares for every three months of continuous service thereafter.

F10 · derivative.expiration_date: These RSUs vest upon the satisfaction of a service condition and have no expiration date. The service condition is satisfied as to 1/5th of the shares on September 15, 2016 and as to an additional 1/20th of the shares for every three months of continuous service thereafter.

SEC source: 0001616707-20-000035 · wf-form4_158448797371090.xml · derivative · entry 11

Macri Edmond · CIK 0001620023 · Chief Product/Marketing

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Class A Common Stock · 2,500 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F8 · derivative.exercise_price: Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.

F9 · derivative.exercise_date: These RSUs vest upon the satisfaction of a service condition. The service condition is satisfied as to 20% of the shares on March 15, 2016 and as to an additional 5% of the shares for each 3-month period of continuous service thereafter.

F9 · derivative.expiration_date: These RSUs vest upon the satisfaction of a service condition. The service condition is satisfied as to 20% of the shares on March 15, 2016 and as to an additional 5% of the shares for each 3-month period of continuous service thereafter.

SEC source: 0001616707-20-000035 · wf-form4_158448797371090.xml · nonDerivative · entry 4

Macri Edmond · CIK 0001620023 · Chief Product/Marketing

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 13,514

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001616707-20-000035 · wf-form4_158448797371090.xml · nonDerivative · entry 3

Macri Edmond · CIK 0001620023 · Chief Product/Marketing

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 11,014

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001616707-20-000035 · wf-form4_158448797371090.xml · nonDerivative · entry 2

Macri Edmond · CIK 0001620023 · Chief Product/Marketing

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,014

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001616707-20-000035 · wf-form4_158448797371090.xml · nonDerivative · entry 1

Macri Edmond · CIK 0001620023 · Chief Product/Marketing

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,062

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001616707-20-000037 · wf-form4_158448809813868.xml · derivative · entry 3

FLEISHER MICHAEL D · CIK 0001187596 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,085

Underlying: Class A Common Stock · 1,043 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · derivative.exercise_price: Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.

F4 · derivative.exercise_date: These RSUs vest upon the satisfaction of a service condition and have no expiration date. The service condition is satisfied as to 1/5th of the shares on September 15, 2016 and as to an additional 1/20th of the shares for every three months of continuous service thereafter

F4 · derivative.expiration_date: These RSUs vest upon the satisfaction of a service condition and have no expiration date. The service condition is satisfied as to 1/5th of the shares on September 15, 2016 and as to an additional 1/20th of the shares for every three months of continuous service thereafter

SEC source: 0001616707-20-000037 · wf-form4_158448809813868.xml · nonDerivative · entry 1

FLEISHER MICHAEL D · CIK 0001187596 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 152,812

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001616707-20-000033 · wf-form4_158448785037845.xml · derivative · entry 12

Oblak Steve · CIK 0001620159 · Chief Merchandising Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 20,000

Underlying: Class A Common Stock · 2,500 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F4 · derivative.exercise_price: Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.

F8 · derivative.exercise_date: These RSUs vest upon the satisfaction of a service condition and an event condition and have no expiration date. The service condition is satisfied as to 1/5th of the shares on March 15, 2018 and as to an additional 1/20th of the shares for every three months of continuous service thereafter.

F8 · derivative.expiration_date: These RSUs vest upon the satisfaction of a service condition and an event condition and have no expiration date. The service condition is satisfied as to 1/5th of the shares on March 15, 2018 and as to an additional 1/20th of the shares for every three months of continuous service thereafter.

SEC source: 0001616707-20-000033 · wf-form4_158448785037845.xml · derivative · entry 11

Oblak Steve · CIK 0001620159 · Chief Merchandising Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 20,000

Underlying: Class A Common Stock · 5,000 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F4 · derivative.exercise_price: Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.

F7 · derivative.exercise_date: These RSUs vest upon the satisfaction of a service condition and have no expiration date. The service condition is satisfied as to 1/5th of the shares on March 15, 2017 and as to an additional 1/20th of the shares for every three months of continuous service thereafter.

F7 · derivative.expiration_date: These RSUs vest upon the satisfaction of a service condition and have no expiration date. The service condition is satisfied as to 1/5th of the shares on March 15, 2017 and as to an additional 1/20th of the shares for every three months of continuous service thereafter.

SEC source: 0001616707-20-000033 · wf-form4_158448785037845.xml · derivative · entry 10

Oblak Steve · CIK 0001620159 · Chief Merchandising Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 487

Underlying: Class A Common Stock · 243 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F4 · derivative.exercise_price: Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.

F6 · derivative.exercise_date: These RSUs vest upon the satisfaction of a service condition and have no expiration date. The service condition is satisfied as to 1/5th of the shares on September 15, 2016 and as to an additional 1/20th of the shares for every three months of continuous service thereafter.

F6 · derivative.expiration_date: These RSUs vest upon the satisfaction of a service condition and have no expiration date. The service condition is satisfied as to 1/5th of the shares on September 15, 2016 and as to an additional 1/20th of the shares for every three months of continuous service thereafter.

SEC source: 0001616707-20-000033 · wf-form4_158448785037845.xml · derivative · entry 9

Oblak Steve · CIK 0001620159 · Chief Merchandising Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Class A Common Stock · 2,500 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F4 · derivative.exercise_price: Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.

F5 · derivative.exercise_date: These RSUs vest upon the satisfaction of a service condition. The service condition is satisfied as to 20% of the shares on March 15, 2016 and as to an additional 5% of the shares for each 3-month period of continuous service thereafter.

F5 · derivative.expiration_date: These RSUs vest upon the satisfaction of a service condition. The service condition is satisfied as to 20% of the shares on March 15, 2016 and as to an additional 5% of the shares for each 3-month period of continuous service thereafter.