<SEC-DOCUMENT>0001179110-14-014790.txt : 20141001
<SEC-HEADER>0001179110-14-014790.hdr.sgml : 20141001
<ACCEPTANCE-DATETIME>20141001205543
ACCESSION NUMBER:		0001179110-14-014790
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		2
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:			Rodrigues Romero
		CENTRAL INDEX KEY:			0001620151

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-36666
		FILM NUMBER:		141134472

	MAIL ADDRESS:	
		STREET 1:		C/O WAYFAIR INC
		STREET 2:		4 COPLEY PLACE, 7TH FLOOR
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02116
</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>0001620151</rptOwnerCik>
            <rptOwnerName>Rodrigues Romero</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>C/O WAYFAIR INC.</rptOwnerStreet1>
            <rptOwnerStreet2>4 COPLEY PLACE, 7TH FLOOR</rptOwnerStreet2>
            <rptOwnerCity>BOSTON</rptOwnerCity>
            <rptOwnerState>MA</rptOwnerState>
            <rptOwnerZipCode>02116</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>1</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>0</isTenPercentOwner>
            <isOther>0</isOther>
            <officerTitle></officerTitle>
            <otherText></otherText>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable></nonDerivativeTable>

    <derivativeTable>
        <derivativeHolding>
            <securityTitle>
                <value>Restricted Stock Units (&quot;RSUs&quot;)</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <footnoteId id="F3"/>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F1"/>
            </exerciseDate>
            <expirationDate>
                <value>2021-09-09</value>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Class B Common Stock</value>
                    <footnoteId id="F2"/>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>5940</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </derivativeHolding>
    </derivativeTable>

    <footnotes>
        <footnote id="F1">These RSUs vest upon the satisfaction of a service condition and an event condition. The service condition is satisfied as to 1/3rd of the shares on July 15, 2015 and as to an additional 1/36th of the shares for each month of continuous service thereafter. The event condition will be satisfied on the closing of the issuer's initial public offering of Class A Common Stock.</footnote>
        <footnote id="F2">Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock and has no expiration date. 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.</footnote>
        <footnote id="F3">Each RSU represents a contingent right to receive one share of Class B Common Stock when vested.</footnote>
    </footnotes>

    <ownerSignature>
        <signatureName>/s/ Enrique Colbert, Attorney-in-Fact</signatureName>
        <signatureDate>2014-10-01</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>ex24rodrigues.txt
<TEXT>
Exhibit 24
POWER OF ATTORNEY
          Know all by these presents, that the
undersigned hereby constitutes and appoints each of
(i) the Chief Financial Officer of Wayfair Inc., a
Delaware corporation (the "Company"), who is
currently Michael Fleisher, and (ii) the Company's
General Counsel, who is currently Enrique Colbert,
and each of them singly, the undersigned's true and
lawful attorney-in-fact, with full power of
substitution and resubstitution, to:
(1)         prepare, execute for and on behalf of
the undersigned, and file with the U.S. Securities
and Exchange Commission (the "SEC"), a Form ID
(including any amendments thereto) and any other
documents necessary or desirable to enable the
undersigned to make electronic filings with the SEC
of reports required by Section 16(a) of the
Securities Exchange Act of 1934 and the rules
promulgated thereunder (the "Exchange Act");
(2)      prepare, execute for and on behalf of the
undersigned, and file with the SEC, in the
undersigned's capacity as an officer and/or director
and/or stockholder of the Company, Forms 3, 4, and 5
(including any amendments thereto) in accordance
with Section 16(a) of the Exchange Act;
(3)      do and perform any and all acts for and on
behalf of the undersigned which may be necessary or
desirable to prepare and execute such Form ID and/or
Form 3, 4, or 5 (including any amendments thereto),
and timely file such form(s) with the SEC and any
stock exchange or similar authority; and
(4)        take any other action of any type
whatsoever in connection with the foregoing which,
in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally
required by, the undersigned, it being understood
that the documents executed by such attorney-in-fact
on behalf of the undersigned pursuant to this Power
of Attorney shall be in such form and shall contain
such terms and conditions as such attorney-in-fact
may approve in such attorney-in-fact's discretion.
          The undersigned hereby grants to each such
attorney-in-fact, acting singly, full power and
authority to do and perform any and all acts and
things necessary or desirable to be done in the
exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the
undersigned might or could do in person, hereby
ratifying and confirming all that such
attorney-in-fact, or any such attorney-in-fact's
substitute or substitutes, may lawfully do or cause
to be done by virtue of this Power of Attorney and
the rights and powers herein granted.  The
undersigned acknowledges that each such
attorney-in-fact, in serving in such capacity at the
request of the undersigned, is not assuming, nor is
the Company assuming, any of the undersigned's
responsibilities to comply with Section 16 of the
Exchange Act.
         The undersigned agrees that each such
attorney-in-fact may rely entirely on information
furnished orally or in writing by the undersigned to
such attorney-in-fact. The undersigned also agrees
to indemnify and hold harmless the Company and each
such attorney-in-fact against any losses, claims,
damages or liabilities (or actions in these
respects) that arise out of or are based upon any
untrue statements or omission of necessary facts in
the information provided by the undersigned to such
attorney-in fact for purposes of preparing,
executing or filing Form ID and/or Forms 3, 4 or 5
(including amendments thereto) and agrees to
reimburse the Company and such attorney-in-fact for
any legal or other expenses reasonably incurred in
connection with investigating or defending against
any such loss, claim, damage, liability or action.
          This Power of Attorney supersedes any
power of attorney previously executed by the
undersigned regarding the purposes outlined herein
and the authority of any attorneys-in-fact named in
any such previous power of attorney is hereby
revoked. This Power of Attorney shall remain in full
force and effect until the undersigned is no longer
required to file Forms 3, 4, and 5 with respect to
the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier (a)
revoked by the undersigned in a signed writing
delivered to each such attorney-in-fact or (b)
superseded by a new power of attorney regarding the
purposes outlined herein dated as of a later date.
	          IN WITNESS WHEREOF, the undersigned
has caused this Power of Attorney to be executed as
of the date below.
/s/ Romero Rodrigues
Name:  Romero Rodrigues
Date:  8/30/2014



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