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

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1. Name and Address of Reporting Person * Kumin Michael Andrew   2. Issuer Name and Ticker or Trading Symbol Wayfair Inc. [W] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O WAYFAIR INC., 4 COPLEY PLACE, 7TH FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 10/07/2014 (Street) BOSTON, MA 02116 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ 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 10/07/2014   C   2,704 A (2) 2,704 I By Great Hill Investors, LLC (3) Class A Common Stock 10/07/2014   S   2,704 D $ 27.26 0 I By Great Hill Investors, LLC (3) Class A Common Stock 10/07/2014   C   991,317 A (2) 991,317 I By Great Hill Equity Partners IV, L.P. (3) Class A Common Stock 10/07/2014   S   991,317 D $ 27.26 0 I By Great Hill Equity Partners IV, L.P. (3)

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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
Series A-1 Preferred Stock	(1)	10/07/2014		C			18,930	(1)	(1)	Class B Common Stock (2)	18,930	(1)	0	I	By Great Hill Investors, LLC (3)
Series A-1 Preferred Stock	(1)	10/07/2014		C			6,940,665	(1)	(1)	Class B Common Stock (2)	6,940,665	(1)	0	I	By Great Hill Equity Partners IV, L.P (3)
Series A-2 Preferred Stock	(1)	10/07/2014		C			3,245	(1)	(1)	Class B Common Stock (2)	3,245	(1)	0	I	By Great Hill Investors, LLC (3)
Series A-2 Preferred Stock	(1)	10/07/2014		C			1,189,828	(1)	(1)	Class B Common Stock (2)	1,189,828	(1)	0	I	By Great Hill Equity Partners IV, L.P (3)
Class B Common Stock	(1)	10/07/2014		C		18,930		(2)	(2)	Class A Common Stock	18,930	(2)	18,930	I	By Great Hill Investors, LLC (3)
Class B Common Stock	(1)	10/07/2014		C		6,940,665		(2)	(2)	Class A Common Stock	6,940,665	(2)	6,940,665	I	By Great Hill Equity Partners IV, L.P (3)
Class B Common Stock	(1)	10/07/2014		C		3,245		(2)	(2)	Class A Common Stock	3,245	(2)	22,175	I	By Great Hill Investors, LLC (3)
Class B Common Stock	(1)	10/07/2014		C		1,189,828		(2)	(2)	Class A Common Stock	1,189,828	(2)	8,130,493	I	By Great Hill Equity Partners IV, L.P (3)
Class B Common Stock	$ 0	10/07/2014		D			2,704	(2)	(2)	Class A Common Stock	2,704	(2)	19,471	I	By Great Hill Investors, LLC (3)
Class B Common Stock	$ 0	10/07/2014		D			991,317	(2)	(2)	Class A Common Stock	991,317	(2)	7,139,176	I	By Great Hill Equity Partners IV, L.P (3)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Kumin Michael Andrew C/O WAYFAIR INC. 4 COPLEY PLACE, 7TH FLOOR BOSTON, MA 02116	X	X

Signatures

/s/ Laurie T. Gerber, as attorney-in-fact for Michael A. Kumin		10/09/2014
**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)	Each share of Series A-1 Preferred Stock and Series A-2 Preferred Stock, each of which has no expiration date, automatically converted into one share of Class B Common Stock upon the consummation of the issuer's initial public offering.
(2)	Each share of Class B Common Stock, which has no expiration date, is convertible at any time at the option of the holder into one share of Class A Common Stock. 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.
(3)	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. 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.

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