0000903423-14-000523.txt : 20141002 0000903423-14-000523.hdr.sgml : 20141002 20141002212020 ACCESSION NUMBER: 0000903423-14-000523 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20141001 FILED AS OF DATE: 20141002 DATE AS OF CHANGE: 20141002 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 INVESTORS LP CENTRAL INDEX KEY: 0001103804 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36666 FILM NUMBER: 141138231 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 3 1 vikingwaysidef3.xml OWNERSHIP DOCUMENT X0206 3 2014-10-01 0 0001616707 Wayfair Inc. W 0001103804 VIKING GLOBAL INVESTORS LP 55 RAILROAD AVENUE GREENWICH CT 06830 0 0 1 0 Class B Common Stock 0.00 Class A Common Stock 1270986 I See explanation of responses Pursuant to the Restated Certificate of Incorporation of the Issuer, each share of Class B common stock is immediately convertible into shares of Class A common stock of the Issuer on a one-for-one basis. These securities have no expiration date. Each of Viking Global Performance LLC ("VGP"), Viking Long Fund GP LLC ("VLFGP"), Viking Global Equities LP ("VGE"), Viking Global Equities II LP ("VGE II"), VGE III Portfolio Ltd. ("VGE III"), Viking Long Fund Master Ltd. ("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. 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"), VGP and VLFGP. VGI provides managerial services to various investment funds including VGE, VGE II and 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 VLFM. VGI provides managerial services to (i) VGE, which directly holds 327,594 shares of Class B common stock; (ii) VGE II, which directly holds 19,214 shares of Class B common stock; (iii) VGE III, which directly holds 613,877 shares of Class B common stock; and (iv) VLFM, which directly holds 310,301 shares of Class B common stock. Because of the relationships between VGI and VGE, VGE II, VGE III and VLFM, respectively, VGI may be deemed to beneficially own the shares of Class B common stock directly held by VGE, VGE II, VGE III and VLFM. 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 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 B common stock directly held by VLFM. The Reporting Person disclaims beneficial ownership of these securities except to the extent of its 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. /s/ O. Andreas Halvorsen, as authorized signatory of VIKING GLOBAL INVESTORS LP 2014-10-02