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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(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)
02/28/2017
(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 02/28/2017   S   851 D $ 38.32 (1) 17,260 D (2) (3)  
Class A Common Stock 02/28/2017   S   311,848 D $ 38.32 (4) 6,328,688 D (3) (5)  
Class A Common Stock 03/01/2017   S   4 D $ 38.08 (6) 17,256 D (2) (3)  
Class A Common Stock 03/01/2017   S   1,314 D $ 38.07 (7) 6,327,374 D (3) (5)  
Class A Common Stock 03/02/2017   S   505 D $ 37.77 (8) 16,751 D (2) (3)  
Class A Common Stock 03/02/2017   S   185,478 D $ 37.78 (9) 6,141,896 D (3) (5)  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)

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

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
ONE LIBERTY SQUARE
BOSTON, MA 02109
  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.   03/02/2017
**Signature of Reporting Person Date

 /s/ Laurie T. Gerber, as attorney-in-fact of Great Hill Investors, LLC   03/02/2017
**Signature of Reporting Person Date

 /s/ Laurie T. Gerber, as attorney-in-fact of GHP IV, LLC   03/02/2017
**Signature of Reporting Person Date

 /s/ Laurie T. Gerber, as attorney-in-fact of Great Hill Partners GP IV, L.P.   03/02/2017
**Signature of Reporting Person Date

 /s/ Laurie T. Gerber, as attorney-in-fact for Christopher S. Gaffney   03/02/2017
**Signature of Reporting Person Date

 /s/ Laurie T. Gerber, as attorney-in-fact for John G. Hayes   03/02/2017
**Signature of Reporting Person Date

 /s/ Laurie T. Gerber, as attorney-in-fact for Michael A. Kumin   03/02/2017
**Signature of Reporting Person Date

 /s/ Laurie T. Gerber, as attorney-in-fact for Mark D. Taber   03/02/2017
**Signature of Reporting Person Date

 /s/ Laurie T. Gerber, as attorney-in-fact for Matthew T. Vettel   03/02/2017
**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) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.00 to $39.00, 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.
(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) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.00 to $39.00, 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.
(5) 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.
(6) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.05 to $38.10, 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.
(7) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.04 to $38.12, 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.
(8) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.50 to $38.08, 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.
(9) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.50 to $38.08, 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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.