Ownership Submission
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
HARBOURVEST PARTNERS 2007 DIRECT ASSOCIATES L.P.
   2. Issuer Name and Ticker or Trading Symbol
Wayfair Inc. [W] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O HARBOURVEST PARTNERS, LLC, ONE FINANCIAL CENTER, 44TH FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
12/31/2014
(Street)

BOSTON, MA 02111		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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 12/31/2014   C   1,103,321 A (1) 1,103,321 D (2) (3)  
Class A Common Stock 12/31/2014   C   1,103,321 A (1) 1,103,321 D (4) (5)  
Class A Common Stock 12/31/2014   C   2,206,640 A (1) 2,206,640 D (6) (7)  

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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
Class B Common Stock (1) 12/31/2014   C     1,103,321   (1)   (1) Class A Common Stock 1,103,321 (1) 0 D (2) (3)  
Class B Common Stock (1) 12/31/2014   C     1,103,321   (1)   (1) Class A Common Stock 1,103,321 (1) 0 D (4) (5)  
Class B Common Stock (1) 12/31/2014   C     2,206,640   (1)   (1) Class A Common Stock 2,206,640 (1) 0 D (6) (7)  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HARBOURVEST PARTNERS 2007 DIRECT ASSOCIATES L.P.
C/O HARBOURVEST PARTNERS, LLC
ONE FINANCIAL CENTER, 44TH FLOOR
BOSTON, MA 02111		     X    
HARBOURVEST PARTNERS 2007 DIRECT ASSOCIATES LLC
C/O HARBOURVEST PARTNERS, LLC
ONE FINANCIAL CENTER, 44TH FLOOR
BOSTON, MA 02111		     X    
HARBOURVEST PARTNERS 2007 DIRECT FUND L.P.
C/O HARBOURVEST PARTNERS, LLC
ONE FINANCIAL CENTER, 44TH FLOOR
BOSTON, MA 02111		     X    
HARBOURVEST PARTNERS LLC
C/O HARBOURVEST PARTNERS, LLC
ONE FINANCIAL CENTER, 44TH FLOOR
BOSTON, MA 02111		     X    
HARBOURVEST PARTNERS VIII-VENTURE ASSOCIATES L.P.
C/O HARBOURVEST PARTNERS, LLC
ONE FINANCIAL CENTER, 44TH FLOOR
BOSTON, MA 02111		     X    
HARBOURVEST PARTNERS VIII-VENTURE ASSOCIATES LLC
C/O HARBOURVEST PARTNERS, LLC
ONE FINANCIAL CENTER, 44TH FLOOR
BOSTON, MA 02111		     X    
HarbourVest Partners VIII-Venture Fund L.P.
C/O HARBOURVEST PARTNERS, LLC
ONE FINANCIAL CENTER, 44TH FLOOR
BOSTON, MA 02111		     X    
HarbourVest Partners/NYSTRS Co-Investment Fund L.P.
C/O HARBOURVEST PARTNERS, LLC
ONE FINANCIAL CENTER, 44TH FLOOR
BOSTON, MA 02111		     X    
HIPEP VI Select Associates L.P.
C/O HARBOURVEST PARTNERS, LLC
ONE FINANCIAL CENTER, 44TH FLOOR
BOSTON, MA 02111		     X    
HIPEP VI Select Associates LLC
C/O HARBOURVEST PARTNERS, LLC
ONE FINANCIAL CENTER, 44TH FLOOR
BOSTON, MA 02111		     X    

Signatures

 HarbourVest 2007 Direct Associates L.P., By: HarbourVest 2007 Direct Associates LLC, its GP; By: HarbourVest Partners, LLC, its Managing Member; By: /s/ Greg Pusch, Chief Compliance Officer   01/05/2015
**Signature of Reporting Person Date
 HarbourVest 2007 Direct Associates LLC, By: HarbourVest Partners, LLC, its Managing Member; By: /s/ Greg Pusch, Chief Compliance Officer   01/05/2015
**Signature of Reporting Person Date
 HarbourVest Partners 2007 Direct Fund L.P., By: HarbourVest 2007 Direct Associates L.P., its GP; By: HarbourVest 2007 Direct Associates LLC, its GP; By: HarbourVest Partners, LLC, its Managing Member; By: /s/ Greg Pusch, Chief Compliance Officer   01/05/2015
**Signature of Reporting Person Date
 HarbourVest Partners, LLC, By: /s/ Greg Pusch, Chief Compliance Officer   01/05/2015
**Signature of Reporting Person Date
 HarbourVest VIII-Venture Associates L.P., By: HarbourVest VIII-Venture Associates LLC, its GP; By: HarbourVest Partners, LLC, its Managing Member; By: /s/ Greg Pusch, Chief Compliance Officer   01/05/2015
**Signature of Reporting Person Date
 HarbourVest VIII-Venture Associates LLC, By: HarbourVest Partners, LLC, its Managing Member; By: /s/ Greg Pusch, Chief Compliance Officer   01/05/2015
**Signature of Reporting Person Date
 HarbourVest Partners VIII-Venture Fund, L.P., By: HarbourVest VIII-Venture Associates L.P., its GP; By: HarbourVest VIII-Venture Associates LLC, its GP; By: HarbourVest Partners, LLC, its Managing Member; By: /s/ Greg Pusch, Chief Compliance Officer   01/05/2015
**Signature of Reporting Person Date
 HarbourVest/NYSTRS Co-invest Fund L.P.: By: HIPEP VI Select Associates L.P., its GP; By: HIPEP VI Select Associates LLC, its GP; By: HarbourVest Partners, LLC, its Managing Member; By: /s/ Greg Pusch, Chief Compliance Officer   01/05/2015
**Signature of Reporting Person Date
 HIPEP VI Select Associates L.P., By: HIPEP VI Select Associates LLC, its GP; By: HarbourVest Partners, LLC, its Managing Member; By: /s/ Greg Pusch, Chief Compliance Officer   01/05/2015
**Signature of Reporting Person Date
 HIPEP VI Select Associates LLC, By: HarbourVest Partners, LLC, its Managing Member; By: /s/ Greg Pusch, Chief Compliance Officer   01/05/2015
**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 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.
(2) These securities are owned solely by HarbourVest Partners VIII-Venture Fund, L.P. ("HV Ventures"). HarbourVest Partners, LLC is the managing member of HarbourVest VIII-Venture Associates LLC, which is the general partner of HarbourVest VIII-Venture Associates L.P., which is the general partner of HV Ventures. Each of HarbourVest Partners, LLC, HarbourVest VIII-Venture Associates LLC and HarbourVest VIII-Venture Associates L.P. may be deemed to have a beneficial interest in the securities held by HV Ventures and each disclaims beneficial ownership of the securities held by HV Ventures, except to the extent of its pecuniary interest which is subject to indeterminable future events.
(3) Each of HV Co-Invest (as defined below), HIPEP VI Select Associates LLC, HIPEP VI Select Associates L.P., HV Direct (as defined below), HarbourVest 2007 Direct Associates LLC and HarbourVest 2007 Direct Associates L.P. disclaims beneficial ownership of the securities held by HV Ventures and this report shall not be deemed an admission that any such reporting person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act or for any other purpose.
(4) These securities are owned solely by HarbourVest/NYSTRS Co-invest Fund L.P. ("HV Co-Invest"). HarbourVest Partners, LLC is the managing member of HIPEP VI Select Associates LLC, which is the general partner of HIPEP VI Select Associates L.P., which is the general partner of HV Co-Invest. Each of HarbourVest Partners, LLC, HIPEP VI Select Associates LLC and HIPEP VI Select Associates L.P. may be deemed to have a beneficial interest in the securities held by HV Co-Invest and each disclaims beneficial ownership of the securities held by HV Co-Invest, except to the extent of its pecuniary interest which is subject to indeterminable future events.
(5) Each of HV Ventures, HarbourVest VIII-Venture Associates LLC, HarbourVest VIII-Venture Associates L.P., HV Direct, HarbourVest 2007 Direct Associates LLC and HarbourVest 2007 Direct Associates L.P. disclaims beneficial ownership of the securities held by HV Co-Invest and this report shall not be deemed an admission that any such reporting person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act or for any other purpose.
(6) These securities are owned solely by HarbourVest Partners 2007 Direct Fund L.P. ("HV Direct"). HarbourVest Partners, LLC is the managing member of HarbourVest 2007 Direct Associates LLC, which is the general partner of HarbourVest 2007 Direct Associates L.P., which is the general partner of HV Direct. Each of HarbourVest Partners, LLC, HarbourVest 2007 Direct Associates LLC and HarbourVest 2007 Direct Associates L.P. may be deemed to have a beneficial interest in the securities held by HV Direct and each disclaims beneficial ownership of the securities held by HV Direct, except to the extent of its pecuniary interest which is subject to indeterminable future events.
(7) Each of HV Co-Invest, HIPEP VI Select Associates LLC, HIPEP VI Select Associates L.P., HV Ventures, HarbourVest VIII-Venture Associates LLC and HarbourVest VIII-Venture Associates L.P. disclaims beneficial ownership of the securities held by HV Direct and this report shall not be deemed an admission that any such reporting person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act or for any other purpose.

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