| Item 1. | |
| (a) | Name of issuer:
Wayfair Inc. |
| (b) | Address of issuer's principal executive offices:
4 Copley Place, Boston, MA, 02116 |
| Item 2. | |
| (a) | Name of person filing:
Niraj Shah |
| (b) | Address or principal business office or, if none, residence:
4 Copley Place
Boston, MA 02116 |
| (c) | Citizenship:
U.S. citizen |
| (d) | Title of class of securities:
Class A Common Stock |
| (e) | CUSIP No.:
94419L101 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
This Amendment No. 10 to Schedule 13G is filed with respect to the Class A Common Stock, $0.001 par value per share, of the Issuer (the "Class A Common Shares"), but also relates to the Class B Common Stock, $0.001 par value per share (the "Class B Common Shares"), of the Issuer that may be converted on a one-for-one basis into Class A Common Shares as further described below.
The amount beneficially owned by the Reporting Person includes: (i) 619,137 Class A Common Shares directly held by the Reporting Person, (ii) 10,474,496 Class B Common Shares directly held by the Reporting Person, (iii) 578,800 Class A Common Shares held by the Shah Charitable Foundation, of which the Reporting Person's spouse is President, and (iv) 22,857 Class A Common Shares held by SK Ventures LLC, of which the Reporting Person is a member.
Each Class B Common Share is convertible at any time at the option of the Reporting Person into one Class A Common Share. In addition, each Class B Common Share will automatically convert into one Class A Common Share (a) upon transfer thereof, subject to certain exceptions, (b) upon the date on which the outstanding Class B Common Shares represent less than 10% of the aggregate number of shares of the then outstanding Class A Common Shares and Class B Common Shares, in the aggregate, or (c) in the event that holders of at least sixty six and two-thirds percent of the then outstanding Class B Common Shares elect to convert all such Class B Common Shares into Class A Common Shares. |
| (b) | Percent of class:
The ownership percentage below is based on an aggregate of 111,237,077 Class A Common Shares, consisting of (i) 100,762,581 Class A Common Shares outstanding as of December 31, 2024 and (ii) 10,474,496 Class A Common Shares issuable upon conversion of the 10,474,496 Class B Common Shares (on a one-for-one basis) directly held by the Reporting Person as of December 31, 2024.
10.5 |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
The Reporting Person has the sole power to vote or to direct the vote with respect to (i) 1,197,937 Class A Common Shares, consisting of 619,137 Class A Common Shares directly held by the Reporting Person and 578,800 Class A Common Shares held by the Shah Charitable Foundation, of which the Reporting Person's spouse is President, and (ii) 10,474,496 Class B Common Shares directly held by the Reporting Person.
|
| | (ii) Shared power to vote or to direct the vote:
The Reporting Person has shared power to vote or to direct the vote with respect to 22,857 Class A Common Shares.
|
| | (iii) Sole power to dispose or to direct the disposition of:
The Reporting Person has sole power to dispose or to direct the disposition of (i) 1,197,937 Class A Common Shares, consisting of 619,137 Class A Common Shares directly held by the Reporting Person and 578,800 Class A Common Shares held by the Shah Charitable Foundation, of which the Reporting Person's spouse is President, and (ii) 10,474,496 Class B Common Shares directly held by the Reporting Person.
|
| | (iv) Shared power to dispose or to direct the disposition of:
The Reporting Person has shared power to dispose or to direct the disposition of 22,857 Class A Common Shares.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(d)