<SEC-DOCUMENT>0001179110-14-014784.txt : 20141001
<SEC-HEADER>0001179110-14-014784.hdr.sgml : 20141001
<ACCEPTANCE-DATETIME>20141001205012
ACCESSION NUMBER:		0001179110-14-014784
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20141001
FILED AS OF DATE:		20141001
DATE AS OF CHANGE:		20141001

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:			LAWLER KENNETH P
		CENTRAL INDEX KEY:			0001192451

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-36666
		FILM NUMBER:		141134439

	MAIL ADDRESS:	
		STREET 1:		C/O BATTERY VENTURE
		STREET 2:		20 WILLIAM STREET SUITE 200
		CITY:			WELLESLEY
		STATE:			MA
		ZIP:			02481

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			FRISBIE RICHARD D
		CENTRAL INDEX KEY:			0001192362

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-36666
		FILM NUMBER:		141134440

	MAIL ADDRESS:	
		STREET 1:		200 N LASALLE
		STREET 2:		STE 1100
		CITY:			CHICAGO
		STATE:			IL
		ZIP:			60601

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Feldman Jesse
		CENTRAL INDEX KEY:			0001568322

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-36666
		FILM NUMBER:		141134441

	MAIL ADDRESS:	
		STREET 1:		C/O BATTERY VENTURES
		STREET 2:		ONE MARINA PARK DRIVE, SUITE 1100
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02210

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			CROTTY THOMAS J
		CENTRAL INDEX KEY:			0001192462

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-36666
		FILM NUMBER:		141134442

	MAIL ADDRESS:	
		STREET 1:		C/O BATTERY VENTURE
		STREET 2:		20 WILLIAM STREET SUITE 200
		CITY:			WELLESLEY
		STATE:			MA
		ZIP:			02481

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			BROWN MICHAEL MAURICE
		CENTRAL INDEX KEY:			0001354614

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-36666
		FILM NUMBER:		141134443

	MAIL ADDRESS:	
		STREET 1:		ONE MARINA PARK DRIVE
		STREET 2:		SUITE 1100
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02210

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Battery Management Corp.
		CENTRAL INDEX KEY:			0001548594
		STATE OF INCORPORATION:			MA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-36666
		FILM NUMBER:		141134444

	BUSINESS ADDRESS:	
		STREET 1:		ONE MARINA PARK DRIVE, SUITE 1100
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02210
		BUSINESS PHONE:		617-948-3600

	MAIL ADDRESS:	
		STREET 1:		ONE MARINA PARK DRIVE, SUITE 1100
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02210

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Lee Roger H
		CENTRAL INDEX KEY:			0001404868

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-36666
		FILM NUMBER:		141134438

	MAIL ADDRESS:	
		STREET 1:		2884 SAND HILL ROAD
		STREET 2:		SUITE 101
		CITY:			MENLO PARK
		STATE:			CA
		ZIP:			94025
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>edgar.xml
<DESCRIPTION>FORM 3 -
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0206</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2014-10-01</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0001616707</issuerCik>
        <issuerName>Wayfair Inc.</issuerName>
        <issuerTradingSymbol>W</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001548594</rptOwnerCik>
            <rptOwnerName>Battery Management Corp.</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>ONE MARINA PARK DRIVE, SUITE 1100</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>BOSTON</rptOwnerCity>
            <rptOwnerState>MA</rptOwnerState>
            <rptOwnerZipCode>02210</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
            <officerTitle></officerTitle>
            <otherText></otherText>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001354614</rptOwnerCik>
            <rptOwnerName>BROWN MICHAEL MAURICE</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>C/O BATTERY VENTURES</rptOwnerStreet1>
            <rptOwnerStreet2>ONE MARINA PARK DRIVE, SUITE 1100</rptOwnerStreet2>
            <rptOwnerCity>BOSTON</rptOwnerCity>
            <rptOwnerState>MA</rptOwnerState>
            <rptOwnerZipCode>02210</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
            <officerTitle></officerTitle>
            <otherText></otherText>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001192462</rptOwnerCik>
            <rptOwnerName>CROTTY THOMAS J</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>C/O BATTERY VENTURES</rptOwnerStreet1>
            <rptOwnerStreet2>ONE MARINA PARK DRIVE, SUITE 1100</rptOwnerStreet2>
            <rptOwnerCity>BOSTON</rptOwnerCity>
            <rptOwnerState>MA</rptOwnerState>
            <rptOwnerZipCode>02210</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
            <officerTitle></officerTitle>
            <otherText></otherText>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001568322</rptOwnerCik>
            <rptOwnerName>Feldman Jesse</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>C/O BATTERY VENTURES</rptOwnerStreet1>
            <rptOwnerStreet2>ONE MARINA PARK DRIVE, SUITE 1100</rptOwnerStreet2>
            <rptOwnerCity>BOSTON</rptOwnerCity>
            <rptOwnerState>MA</rptOwnerState>
            <rptOwnerZipCode>02210</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
            <officerTitle></officerTitle>
            <otherText></otherText>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001192362</rptOwnerCik>
            <rptOwnerName>FRISBIE RICHARD D</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>C/O BATTERY VENTURES</rptOwnerStreet1>
            <rptOwnerStreet2>ONE MARINA PARK DRIVE, SUITE 1100</rptOwnerStreet2>
            <rptOwnerCity>BOSTON</rptOwnerCity>
            <rptOwnerState>MA</rptOwnerState>
            <rptOwnerZipCode>02110</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
            <officerTitle></officerTitle>
            <otherText></otherText>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001192451</rptOwnerCik>
            <rptOwnerName>LAWLER KENNETH P</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>C/O BATTERY VENTURES</rptOwnerStreet1>
            <rptOwnerStreet2>ONE MARINA PARK DRIVE, SUITE 1100</rptOwnerStreet2>
            <rptOwnerCity>BOSTON</rptOwnerCity>
            <rptOwnerState>MA</rptOwnerState>
            <rptOwnerZipCode>02210</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
            <officerTitle></officerTitle>
            <otherText></otherText>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001404868</rptOwnerCik>
            <rptOwnerName>Lee Roger H</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>C/O BATTERY VENTURES</rptOwnerStreet1>
            <rptOwnerStreet2>ONE MARINA PARK DRIVE, SUITE 1100</rptOwnerStreet2>
            <rptOwnerCity>BOSTON</rptOwnerCity>
            <rptOwnerState>MA</rptOwnerState>
            <rptOwnerZipCode>02210</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
            <officerTitle></officerTitle>
            <otherText></otherText>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable></nonDerivativeTable>

    <derivativeTable>
        <derivativeHolding>
            <securityTitle>
                <value>Series A-1 Preferred Stock</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <footnoteId id="F1"/>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F1"/>
            </exerciseDate>
            <expirationDate>
                <footnoteId id="F1"/>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Class B Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>3747474</value>
                    <footnoteId id="F2"/>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>See Footnote</value>
                    <footnoteId id="F3"/>
                    <footnoteId id="F4"/>
                </natureOfOwnership>
            </ownershipNature>
        </derivativeHolding>
        <derivativeHolding>
            <securityTitle>
                <value>Series A-2 Preferred Stock</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <footnoteId id="F1"/>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F1"/>
            </exerciseDate>
            <expirationDate>
                <footnoteId id="F1"/>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Class B Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>642424</value>
                    <footnoteId id="F2"/>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>See Footnote</value>
                    <footnoteId id="F4"/>
                    <footnoteId id="F5"/>
                </natureOfOwnership>
            </ownershipNature>
        </derivativeHolding>
    </derivativeTable>

    <footnotes>
        <footnote id="F1">Each share of the issuer's Series A-1 Preferred Stock and Series A-2 Preferred Stock will be automatically converted into one (1) share of Class B Common Stock immediately prior to the closing of the issuer's initial public offering, and has no expiration date.</footnote>
        <footnote id="F2">The Reporting Person disclaims beneficial ownership of these securities except to the extent of his 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.</footnote>
        <footnote id="F3">Consists of 3,710,374 shares of Series A-1 Preferred Stock held by Battery Ventures IX (AIV I), L.P. (&quot;Battery Ventures IX (AIV I)&quot;) and 37,100 shares of Series A-1 Preferred Stock held by Battery Investment Partners IX, LLC (&quot;BIP IX&quot;).</footnote>
        <footnote id="F4">The sole general partner of Battery Ventures IX (AIV I) is Battery Partners IX (AIV I), LLC. The sole managing member of BIP IX is Battery Partners IX, LLC. Battery Partners IX (AIV I), LLC's and Battery Partners IX, LLC's investment advisor is Battery Management Corp. (together with Battery Partners IX (AIV I), LLC and Battery Partners IX, LLC, the &quot;Battery Companies&quot;). Neeraj Agrawal, Michael Brown, Thomas J. Crotty, Jesse Feldman, Richard D. Frisbie, Kenneth P. Lawler, Roger H. Lee, R. David Tabors and Scott R. Tobin are the managing members and officers of the Battery Companies and may be deemed to share voting and dispostive power over the shares held by Battery Ventures IX (AIV I) and BIP IX.</footnote>
        <footnote id="F5">Consists of 636,065 shares of Series A-2 Preferred Stock held by Battery Ventures IX (AIV I) and 6,359 shares of Series A-2 Preferred Stock held by BIP IX.</footnote>
    </footnotes>

    <remarks>The reporting persons may be deemed to beneficially own more than 10% of the Issuer's Class A Common Stock, which is the class of equity securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the &quot;Exchange Act&quot;), by virtue of the treatment of the securities held by the reporting persons only as being converted into Class A Common Stock for the purpose of computing the reporting persons' percentage ownership of Class A Common Stock. The filing of this Form 3 shall not be deemed an admission that the reporting persons are required to file reports pursuant to Section 16 of the Exchange Act. Due to the limited number of joint filers that can be included on one form, Battery Ventures IX (AIV I), L.P., Battery Investment Partners IX, LLC, Battery Partners IX (AIV I), LLC, Battery Partners IX, LLC, Battery Management Corp., Michael Brown, Thomas J. Crotty, Jesse Feldman, Richard D. Frisbie, Kenneth P. Lawler, R. David Tabors, Scott R. Tobin and Roger H. Lee have filed two separate forms simultaneously, both of which relate to the same securities of the Issuer beneficially owned by such reporting persons. Neeraj Agrawal is a director of the issuer and files Section 16 reports separately.</remarks>

    <ownerSignature>
        <signatureName>/s/ Christopher Schiavo, as attorney-in-fact for Battery Management Corp.</signatureName>
        <signatureDate>2014-10-01</signatureDate>
    </ownerSignature>

    <ownerSignature>
        <signatureName>/s/ Christopher Schiavo, as attorney-in-fact for Michael M. Brown</signatureName>
        <signatureDate>2014-10-01</signatureDate>
    </ownerSignature>

    <ownerSignature>
        <signatureName>/s/ Christopher Schiavo, as attorney-in-fact for Thomas J. Crotty</signatureName>
        <signatureDate>2014-10-01</signatureDate>
    </ownerSignature>

    <ownerSignature>
        <signatureName>/s/ Christopher Schiavo, as attorney-in-fact for Jesse Feldman</signatureName>
        <signatureDate>2014-10-01</signatureDate>
    </ownerSignature>

    <ownerSignature>
        <signatureName>/s/ Christopher Schiavo, attorney-in-fact for Richard D. Frisbie</signatureName>
        <signatureDate>2014-10-01</signatureDate>
    </ownerSignature>

    <ownerSignature>
        <signatureName>/s/ Christopher Schiavo, as attorney-in-fact for Kenneth P. Lawler</signatureName>
        <signatureDate>2014-10-01</signatureDate>
    </ownerSignature>

    <ownerSignature>
        <signatureName>/s/ Christopher Schiavo, as attorney-in-fact for Roger H. Lee</signatureName>
        <signatureDate>2014-10-01</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>ex24batteryfeldmanpoa.txt
<TEXT>
                      POWER OF ATTORNEY

KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints
Christopher Hanson and Christopher Schiavo and any one of them,
with full power to act without the other, his true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for the undersigned and in the undersigned's name,
place and stead, until revoked in writing, to sign any and all
instruments, certificates and documents that may be necessary,
desirable or appropriate to be executed in any and all capacities,
including but not limited to his capacity as a managing member,
member, former member or other beneficial owner of Battery
Partners VIII Side Fund, LLC and Battery Partners IX, LLC, or in
his capacity as a managing member, member, former member or other
beneficial owner of any entity formed to serve as a general
partner or managing member of any alternative fund formed pursuant
to the terms and provisions of the Limited Partnership Agreement
of Battery Ventures VIII Side Fund, L.P. dated as of August 15,
2008 or the Limited Partnership Agreement of Battery Ventures IX,
L.P. dated as of February 24, 2010 and as amended on March 15,
2010 (each such fund, an "Alternative Fund"), with respect to
securities held by such signatory as a result of his relationship
with any of the foregoing entities or with Battery Ventures VIII
Side Fund, L.P., Battery Ventures IX, L.P. or any Alternative
Fund, pursuant to the Securities Act of 1933, as amended (together
with the implementing regulations thereto, the "Securities Act")
or the Securities Exchange Act of 1934, as amended (together with
the implementing regulations thereto, the "Exchange Act"), and to
file the same, with all exhibits thereto, and any other documents
in connection therewith, with the Securities and Exchange
Commission, and with any other entity when and if such is mandated
by the Securities Act, the Exchange Act or by the Financial
Industry Regulatory Authority, granting unto said attorneys-in-
fact full power and authority to do and perform each and every act
and thing necessary, desirable or appropriate, fully to all
intents and purposes as he might or could do in person, thereby
ratifying and confi1ming all that said attorneys-in-fact, or their
substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, this Power of Attorney has been signed as of
the 1st day of October, 2014.



                                 /s/ Jesse Feldman






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>3
<FILENAME>ex24batterypoa.txt
<TEXT>
                     POWER OF ATTORNEY

KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints
Christopher Hanson and Christopher Schiavo and any one of them,
with full power to act without the other, his true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for the undersigned and in the undersigned's name,
place and stead, until revoked in writing, to sign any and all
instruments, certificates and documents that may be necessary,
desirable or appropriate to be executed in any and all capacities,
including but not limited to his capacity as a managing member,
member, former member or other beneficial owner of Battery
Partners VIII Side Fund, LLC and Battery Partners IX, LLC, or in
his capacity as a managing member, member, former member or other
beneficial owner of any entity formed to serve as a general
partner or managing member of any alternative fund formed pursuant
to the terms and provisions of the Limited Partnership Agreement
of Battery Ventures VIII Side Fund, L.P. dated as of August 15,
2008 or the Limited Partnership Agreement of Battery Ventures IX,
L.P. dated as of February 24, 2010 and as amended on March 15,
2010 (each such fund, an "Alternative Fund"), with respect to
securities held by such signatory as a result of his relationship
with any of the foregoing entities or with Battery Ventures VIII
Side Fund, L.P., Battery Ventures IX, L.P. or any Alternative
Fund, pursuant to the Securities Act of 1933, as amended (together
with the implementing regulations thereto, the "Securities Act")
or the Securities Exchange Act of 1934, as amended (together with
the implementing regulations thereto, the "Exchange Act"), and to
file the same, with all exhibits thereto, and any other documents
in connection therewith, with the Securities and Exchange
Commission, and with any other entity when and if such is mandated
by the Securities Act, the Exchange Act or by the Financial
Industry Regulatory Authority, granting unto said attorneys-in-
fact full power and authority to do and perform each and every act
and thing necessary, desirable or appropriate, fully to all
intents and purposes as he might or could do in person, thereby
ratifying and confi1ming all that said attorneys-in-fact, or their
substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, this Power of Attorney has been signed as of
the 19th day of February, 2011.



                                   /s/ Richard D. Frisbie



                                   /s/ Thomas J. Crotty



                                   /s/ Kenneth P. Lawler



                                   /s/ Roger H. Lee


                                   /s/ Morgan M. Jones



                                   /s/ Scott R. Tobin



                                   /s/ R. David Tabors



                                   /s/ Sunil S. Dhaliwal



                                   /s/ Michael M. Brown



                                   /s/ Neeraj Agrawal







</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
