SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Blotner Jon

(Last)

(First)

(Middle)

C/O WAYFAIR INC., 4 COPLEY PLACE

(Street)

BOSTON

02116

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/01/2023

3. Issuer Name and Ticker or Trading Symbol
Wayfair Inc. [ W ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Commercial Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	22,372	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units ("RSUs")	⁽¹⁾	⁽¹⁾	Class A Common Stock	1,636	⁽²⁾	D
Restricted Stock Units ("RSUs")	⁽³⁾	⁽³⁾	Class A Common Stock	990	⁽²⁾	D
Restricted Stock Units ("RSUs")	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	7,051	⁽²⁾	D
Restricted Stock Units ("RSUs")	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	5,631	⁽²⁾	D
Restricted Stock Units ("RSUs")	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	7,532	⁽²⁾	D

Explanation of Responses:

1. These RSUs, which were granted in multiple awards on November 5, 2019, vest upon the satisfaction of a service condition and have no expiration date. With respect to the number of shares that have not vested, subject to continued service on each applicable vesting date, 375 shares vest on October 1, 2023, and 1,261 shares will vest in substantially equal quarterly amounts commencing January 1, 2024.

2. Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.

3. These RSUs, which were granted on November 12, 2020, vest upon the satisfaction of a service condition and have no expiration date. With respect to the number of shares that have not vested, subject to continued service on each applicable vesting date, 320 shares vest on October 1, 2023, and 670 shares will vest in substantially equal quarterly amounts commencing January 1, 2025.

4. These RSUs, which were granted in multiple awards on November 11, 2021, vest upon the satisfaction of a service condition and have no expiration date. With respect to the number of shares that have not vested, subject to continued service on each applicable vesting date, 966 shares vest on October 1, 2023, 3,730 shares will vest in substantially equal quarterly amounts commencing January 1, 2024, 1,049 shares will vest in substantially equal quarterly amounts commencing January 1, 2025, and 1,306 shares will vest in substantially equal quarterly amounts commencing on January 1, 2026.

5. These RSUs, which were granted in multiple awards on April 18, 2022, vest upon the satisfaction of a service condition and have no expiration date. With respect to the number of shares that have not vested, subject to continued service on each applicable vesting date, 735 shares vest on October 1, 2023, 735 shares will vest on January 1, 2024, 736 shares will vest on April 1, 2024, 1,973 shares will vest in substantially equal quarterly amounts commencing July 1, 2024, 723 shares will vest in substantially equal quarterly amounts commencing July 1, 2025, and 729 shares will vest in substantially equal quarterly amounts commencing July 1, 2026.

6. These RSUs, which were granted on September 20, 2023, vest upon the satisfaction of a service condition and have no expiration date. The service condition is fully satisfied on October 1, 2023.

Remarks:

Exhibit 24.1 Power of Attorney

	/s/ Enrique Colbert, Attorney-In-Fact for Jon Blotner	10/03/2023
	** 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 5 (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.