Initial Statement of Beneficial Ownership (3)

Date : 11/19/2019 @ 2:47PM
Source : Edgar (US Regulatory)
Stock : Wayfair Inc (W)
Quote : 89.93  1.18 (1.33%) @ 1:00AM
After Hours
Last Trade
Last $ 89.93 ◊ 0.00 (0.00%)

Initial Statement of Beneficial Ownership (3)

FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

OMB APPROVAL
OMB Number: 3235-0104
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

SPRUCE HOUSE PARTNERSHIP LP
2. Date of Event Requiring Statement (MM/DD/YYYY)
11/15/2019 

3. Issuer Name and Ticker or Trading Symbol

Wayfair Inc. [W]
(Last)        (First)        (Middle)

C/O SPRUCE HOUSE CAPITAL LLC, 435 HUDSON STREET, 8TH FLOOR
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                          ___X___ 10% Owner
_____ Officer (give title below)        _____ Other (specify below)
(Street)

NEW YORK, NY 10014      

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)
 

6. Individual or Joint/Group Filing(Check Applicable Line)

___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class A Common Stock, $0.001 par value per share 7000000 D (1) 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) The reported securities are held in the account of The Spruce House Partnership LP (the "Fund"), a private investment fund managed by Spruce House Investment Management LLC (the "Investment Manager"), and may be deemed to be beneficially owned by the Investment Manager, the general partner of the Fund, Spruce House Capital LLC (the "General Partner"), and by Zachary Sternberg and Benjamin Stein, managing members of the Investment Manager and the General Partner (the "Managing Members"). Each of the Investment Manager, the General Partner and the Managing Members disclaim beneficial ownership of the reported securities held by the Fund, except to the extent of his or its pecuniary interest therein. The Fund, Investment Manager, the General Partner and the Managing Members (collectively, the "Reporting Persons") affirmatively disclaim being a "group" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
SPRUCE HOUSE PARTNERSHIP LP
C/O SPRUCE HOUSE CAPITAL LLC
435 HUDSON STREET, 8TH FLOOR
NEW YORK, NY 10014

X

Spruce House Capital LLC
435 HUDSON STREET
8TH FLOOR
NEW YORK, NY 10014

X

Sternberg Zachary
SPRUCE HOUSE INVESTMENT MANAGEMENT LLC
435 HUDSON STREET, 8TH FLOOR
NEW YORK, NY 10014

X

Stein Benjamin Forester
SPRUCE HOUSE INVESTMENT MANAGEMENT LLC
435 HUDSON STREET, 8TH FLOOR
NEW YORK, NY 10014

X

SPRUCE HOUSE INVESTMENT MANAGEMENT LLC
435 HUDSON STREET
8TH FLOOR
NEW YORK, NY 10014

X


Signatures
The Spruce House Partnership LP By: /s/ Thomas Walker, Authorized Person11/19/2019
**Signature of Reporting PersonDate

Spruce House Capital LLC By: /s/ Thomas Walker, Authorized Person11/19/2019
**Signature of Reporting PersonDate

Zachary Sternberg By: /s/ Thomas Walker, Authorized Person11/19/2019
**Signature of Reporting PersonDate

Benjamin Stein By: /s/ Thomas Walker, Authorized Person11/19/2019
**Signature of Reporting PersonDate

Spruce House Investment Management LLC By: /s/ Thomas Walker, Authorized Person11/19/2019
**Signature of Reporting PersonDate

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