0000903423-14-000533.txt : 20141006 0000903423-14-000533.hdr.sgml : 20141006 20141006211310 ACCESSION NUMBER: 0000903423-14-000533 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20141002 FILED AS OF DATE: 20141006 DATE AS OF CHANGE: 20141006 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Wayfair Inc. CENTRAL INDEX KEY: 0001616707 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 364791999 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4 COPLEY PLACE STREET 2: 7TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617 532 6100 MAIL ADDRESS: STREET 1: 4 COPLEY PLACE STREET 2: 7TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Viking Global Equities II LP CENTRAL INDEX KEY: 0001413378 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36666 FILM NUMBER: 141144034 BUSINESS ADDRESS: STREET 1: 55 RAILROAD AVENUE CITY: Greenwich STATE: ct ZIP: 06830 BUSINESS PHONE: 203-863-5000 MAIL ADDRESS: STREET 1: 55 RAILROAD AVENUE CITY: Greenwich STATE: ct ZIP: 06830 FORMER NAME: FORMER CONFORMED NAME: VIKING GLOBAL EQUITIES II LP DATE OF NAME CHANGE: 20070924 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Viking Global Equities LP CENTRAL INDEX KEY: 0001101785 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36666 FILM NUMBER: 141144035 BUSINESS ADDRESS: STREET 1: 55 RAILROAD AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-863-5000 MAIL ADDRESS: STREET 1: 55 RAILROAD AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 FORMER NAME: FORMER CONFORMED NAME: VIKING GLOBAL EQUITIES LP DATE OF NAME CHANGE: 20010122 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VIKING GLOBAL INVESTORS LP CENTRAL INDEX KEY: 0001103804 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36666 FILM NUMBER: 141144036 BUSINESS ADDRESS: STREET 1: 55 RAILROAD AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-863-5062 MAIL ADDRESS: STREET 1: 55 RAILROAD AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 4 1 vikingf4.xml OWNERSHIP DOCUMENT X0306 4 2014-10-02 0 0001616707 Wayfair Inc. W 0001103804 VIKING GLOBAL INVESTORS LP 55 RAILROAD AVENUE GREENWICH CT 06830 0 0 1 0 0001101785 Viking Global Equities LP 55 RAILROAD AVENUE GREENWICH CT 06830 0 0 1 0 0001413378 Viking Global Equities II LP 55 RAILROAD AVENUE GREENWICH CT 06830 0 0 1 0 Class A Common Stock 2014-10-02 4 P 0 400000 A 1750236 I See Explanation of Responses Class A Common Stock 2014-10-02 4 P 0 79250 A 1750236 I See Explanation of Responses Class A Common Stock 2014-10-02 4 P 0 99621 A 427215 D Class A Common Stock 2014-10-02 4 P 0 5840 A 25054 D O. Andreas Halvorsen, David C. Ott, Thomas W. Purcell, Jr. and Daniel S. Sundheim are Executive Committee members of certain management entities including Viking Global Investors LP ("VGI"), Viking Global Performance LLC ("VGP") and Viking Long Fund GP LLC ("VLFGP"). VGI provides managerial services to various investment funds including Viking Global Equities LP ("VGE"), Viking Global Equities II LP ("VGE II" and, together with VGI and VGE, the "Reporting Persons") and VGE III Portfolio Ltd. ("VGE III"). VGP is the general partner of VGE and VGE II and the investment manager of VGE III. VLFGP serves as the investment manager of Viking Long Fund Master Ltd. ("VLFM" and, together with VGE, VGE II and VGE III, the "Viking Funds"). Each of VGP, VLFGP, VGE III, VLFM, O. Andreas Halvorsen, David C. Ott, Thomas W. Purcell, Jr. and Daniel S. Sundheim may be deemed to have been beneficial owners of shares reported on this form, but do not yet have the necessary filing codes to be included as a "Reporting Person". These entities and individuals are in the process of applying for the necessary filing codes and will file as "Reporting Persons" as soon as such codes have been obtained. VGI provides managerial services to (i) VGE, which directly holds 99,621 shares of Class A common stock and 327,594 shares of Class B common stock; (ii) VGE II, which directly holds 5,840 shares of Class A common stock and 19,214 shares of Class B common stock; (iii) VGE III, which directly holds 186,679 shares of Class A common stock and 613,877 shares of Class B common stock; and (iv) VLFM, which directly holds 187,110 shares of Class A common stock and 310,301 shares of Class B common stock. Because of the relationships between VGI and the Viking Funds, VGI may be deemed to beneficially own the shares of Class A common stock and Class B common stock directly held by the Viking Funds. VGP is the general partner of VGE and VGE II and the investment manager of VGE III. Because of the relationships between VGP and VGE, VGE II and VGE III, respectively, VGP may be deemed to beneficially own the shares of Class A common stock and Class B common stock directly held by VGE, VGE II and VGE III. VLFGP serves as the investment manager of VLFM. Because of the relationship between VLFGP and VLFM, VLFGP may be deemed to beneficially own the shares of Class A common stock and Class B common stock directly held by VLFM. The Reporting Persons disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose. VGE directly holds 99,621 shares of Class A common stock and 327,594 shares of Class B common stock. VGE II directly holds 5,840 shares of Class A common stock and 19,214 shares of Class B common stock. On October 2, 2014, the Viking Funds acquired an aggregate of 400,000 shares of Class A common stock at a price of $29.00 per share in connection with the Issuer's initial public offering. 99,621 of such shares of Class A common stock were acquired by VGE. On October 2, 2014, the Viking Funds acquired an aggregate of 25,000 shares of Class A common stock at a price per share of $36.00 and 54,250 shares of Class A common stock at a price per share of $35.53 in open-market transactions. 5,840 of the shares of Class A common stock acquired at a price per share of $35.53 were acquired by VGE II. (11) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. /s/ O. ANDREAS HALVORSEN, as authorized signatory of VIKING GLOBAL INVESTORS LP and VIKING GLOBAL PERFORMANCE LLC for and on behalf of VIKING GLOBAL EQUITIES LP and VIKING GLOBAL EQUITIES II LP (11) 2014-10-06