Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
GREAT HILL EQUITY PARTNERS IV LP
   2. Issuer Name and Ticker or Trading Symbol
Wayfair Inc. [W] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
ONE LIBERTY SQUARE, 		 3. Date of Earliest Transaction (Month/Day/Year)
12/31/2014
(Street)

BOSTON, MA 02109		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 12/31/2014   C   19,471 A (1) 19,471 D (2) (3)  
Class A Common Stock 12/31/2014   C   7,139,176 A (1) 7,139,176 D (3) (4)  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (1) 12/31/2014   C     19,471   (1)   (1) Class A Common Stock 19,471 (1) 0 D (2) (3)  
Class B Common Stock (1) 12/31/2014   C     7,139,176   (1)   (1) Class A Common Stock 7,139,176 (1) 0 D (3) (4)  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GREAT HILL EQUITY PARTNERS IV LP
ONE LIBERTY SQUARE
BOSTON, MA 02109		     X    
GREAT HILL INVESTORS LLC
ONE LIBERTY SQUARE
BOSTON, MA 02109		     X    
GHP IV, LLC
ONE LIBERTY SQUARE
BOSTON, MA 02109		     X    
Great Hill Partners GP IV, L.P.
ONE LIBERTY SQUARE
BOSTON, MA 02109		     X    
GAFFNEY CHRISTOPHER S
ONE LIBERTY SQUARE
BOSTON, MA 02109		     X    
HAYES JOHN G
ONE LIBERTY SQUARE
BOSTON, MA 02109		     X    
Kumin Michael Andrew
C/O WAYFAIR INC.
4 COPLEY PLACE, 7TH FLOOR
BOSTON, MA 02116		   X   X    
Taber Mark D.
ONE LIBERTY SQUARE
BOSTON, MA 02109		     X    
Vettel Matthew T
ONE LIBERTY SQUARE
BOSTON, MA 02109		     X    

Signatures

 /s/ Laurie T. Gerber, as attorney-in-fact of Great Hill Equity Partners IV, L.P.   01/05/2015
**Signature of Reporting Person Date
 /s/ Laurie T. Gerber, as attorney-in-fact of Great Hill Investors, LLC   01/05/2015
**Signature of Reporting Person Date
 /s/ Laurie T. Gerber, as attorney-in-fact of GHP IV, LLC   01/05/2015
**Signature of Reporting Person Date
 /s/ Laurie T. Gerber, as attorney-in-fact of Great Hill Partners GP IV, L.P.   01/05/2015
**Signature of Reporting Person Date
 /s/ Laurie T. Gerber, as attorney-in-fact for Christopher S. Gaffney   01/05/2015
**Signature of Reporting Person Date
 /s/ Laurie T. Gerber, as attorney-in-fact for John G. Hayes   01/05/2015
**Signature of Reporting Person Date
 /s/ Laurie T. Gerber, as attorney-in-fact for Michael A. Kumin   01/05/2015
**Signature of Reporting Person Date
 /s/ Laurie T. Gerber, as attorney-in-fact for Mark D. Taber   01/05/2015
**Signature of Reporting Person Date
 /s/ Laurie T. Gerber, as attorney-in-fact for Matthew T. Vettel   01/05/2015
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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).
(1) Each share of Class B Common Stock, which has no expiration date, is convertible at any time at the option of the holder into one share of Class A Common Stock. In addition, each share of Class B Common Stock will automatically convert into one share of Class A Common Stock (a) upon transfer thereof, subject to certain exceptions, (b) upon the date on which the outstanding shares of Class B Common Stock represent less than 10% of the aggregate number of shares of the then outstanding Class A Common Stock and Class B Common Stock, or (c) in the event that holders of at least 66 2/3% of the then outstanding shares of Class B Common Stock elect to convert all shares of Class B Common Stock into shares of Class A Common Stock.
(2) These securities are owned by Great Hill Investors, LLC. Great Hill Investors, LLC is controlled by Christopher S. Gaffney, John G. Hayes, Michael A. Kumin, Mark D. Taber and Matthew T. Vettel and, as such, they may be deemed to indirectly beneficially own the shares beneficially owned by Great Hill Investors, LLC. Each of Messrs. Gaffney, Hayes, Kumin, Taber and Vettel disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
(3) This report is filed jointly by Great Hill Investors, LLC, Great Hill Equity Partners IV, L.P., GHP IV, LLC, Great Hill Partners GP IV, L.P., Christopher S. Gaffney, John G. Hayes, Michael A. Kumin, Mark D. Taber and Matthew T. Vettel.
(4) These securities are owned by Great Hill Equity Partners IV, L.P. Great Hill Partners GP IV, L.P. is the sole general partner of Great Hill Equity Partners IV, L.P. and GHP IV, LLC is the sole general partner of Great Hill Partners GP IV, L.P. GHP IV, LLC is controlled by Christopher S. Gaffney, John G. Hayes, Michael A. Kumin, Mark D. Taber and Matthew T. Vettel and, as such, they may be deemed to indirectly beneficially own the shares beneficially owned by Great Hill Equity Partners IV, L.P. Each of Messrs. Gaffney, Hayes, Kumin, Taber and Vettel disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

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